S-1/A

As filed with the U.S. Securities and Exchange Commission on June 7, 2010

Registration No. 333-166009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Arizona Chemical Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	2821	98-0650421
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4600 Touchton Road East

Building 100

Suite 1500

Jacksonville, Florida 32246

(800) 526-5294

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Pamela J. Simmons

4600 Touchton Road East

Building 100

Suite 1500

Jacksonville, Florida 32246

(800) 526-5294

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert W. Downes	Kris F. Heinzelman
Sullivan & Cromwell LLP	Cravath, Swaine & Moore LLP
125 Broad Street	825 Eighth Avenue
New York, New York 10004	New York, New York 10019
(212) 558-4000	(212) 474-1000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated June 7, 2010

           Shares

Arizona Chemical Ltd.

Common Shares

This is an initial public offering of common shares of Arizona Chemical Ltd., or Arizona Chemical. The company is offering           of the shares to be sold in the offering. The selling shareholder identified in this prospectus is offering an additional           shares. Arizona Chemical will not receive any of the proceeds from the sale of the shares being sold by the selling shareholder.

Prior to this offering, there has been no public market for the common shares. It is currently estimated that the initial public offering price per share will be between $      and $      . Arizona Chemical intends to apply to list the common shares on the New York Stock Exchange under the symbol “ARZ”.

See “Risk Factors” on page 16 to read about factors you should consider before buying common shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial price to public	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Arizona Chemical	$	$
Proceeds, before expenses, to the selling shareholder	$	$

To the extent that the underwriters sell more than           common shares, the underwriters have the option to purchase up to an additional           shares from the selling shareholder at the initial price offered to the public less the underwriting discount. Arizona Chemical will not receive any of the proceeds from the common shares sold by the selling shareholder pursuant to the underwriters’ option to purchase additional shares.

The underwriters expect to deliver the shares against payment in New York, New York on          , 2010.

Goldman, Sachs & Co.

Prospectus dated          , 2010

TABLE OF CONTENTS

Prospectus

PROSPECTUS SUMMARY	1
RISK FACTORS	16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	39
USE OF PROCEEDS	41
DIVIDEND POLICY	42
CAPITALIZATION	43
DILUTION	44
SELECTED CONSOLIDATED FINANCIAL DATA	46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
INDUSTRY	92
BUSINESS	103
MANAGEMENT	125
EXECUTIVE COMPENSATION	132
PRINCIPAL AND SELLING SHAREHOLDER	154
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	156
DESCRIPTION OF OUR INDEBTEDNESS	159
DESCRIPTION OF SHARE CAPITAL	163
SHARES ELIGIBLE FOR FUTURE SALE	171
MATERIAL BERMUDA AND UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	172
UNDERWRITING	177
VALIDITY OF COMMON SHARES	181
EXPERTS	181
WHERE YOU CAN FIND MORE INFORMATION	181
EX-10.3
EX-10.5
EX-10.8
EX-10.9
EX-10.18
EX-10.19
EX-21.1
EX-23.2
EX-23.3
EX-23.4

Through and including          , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

This prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In accepting this prospectus for filing, the Registrar of Companies in Bermuda does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

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MARKET AND INDUSTRY DATA

We use market data, industry forecasts and projections throughout this prospectus. We have obtained portions of this information from market research prepared by Arthur D. Little Benelux S.A./N.V., which we refer to as “ADL”, in a market study that ADL has prepared for us at our expense in connection with this offering. In addition, we have obtained portions of this information from other publicly available industry publications. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any of the projected amounts will be achieved. We believe that the surveys and market research performed by others, including ADL, are reliable. While we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. It does not contain all the information that may be important to you in making an investment decision and should be read together with the more detailed information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless the context requires otherwise, references to “Arizona Chemical”, “the Company”, “the Issuer”, “we”, “our” or “us” refer to Arizona Chemical Ltd., the issuer of the common shares offered hereby and its consolidated subsidiaries, including Arizona Chem Sweden Holdings AB, a Swedish company whose financial statements are included herein, after giving effect to the Reorganization described below. “Rhône Capital” refers to Rhône Capital L.L.C. and its affiliated entities, including Rhône Capital III L.P., the general partner of certain associated funds with investments in Arizona Chemical, and “International Paper” refers to International Paper Company.

Our Business

We are the world’s leading supplier of pine-based chemicals as measured by sales. We refine and further upgrade two primary feedstocks, crude tall oil, or CTO, and crude sulfate turpentine, or CST, both of which are wood pulping co-products, into specialty chemicals. We focus our resources on six target markets that we believe offer the greatest potential for growth and in which we offer our highest value-added products. These markets are (1) adhesives, (2) inks, (3) tires and rubber, (4) roads and construction, (5) consumer products and (6) renewable energy. Our leading position in our target markets is supported by our recognized brands, including SYLVATAC^®, SYLVARES^®, SYLVAPRINT^® and UNI-REZ^®, among others. These products are complemented by a portfolio of chemical intermediates that includes tall oil rosin, or TOR, tall oil fatty acid, or TOFA, dimer acid and distilled tall oil, or DTO, which have contributed steady profit margins and stable cash flows. The following chart presents the percentage of our net sales attributable to our six target markets plus our portfolio of chemical intermediates.

Arizona Chemical’s 2009 Net Sales $767.5 million

•  Adhesives.  We are a leading global supplier of tackifiers to the adhesives industry as measured by sales and the world’s largest producer of tackifier resins from renewable resources in terms of volume.

•  Inks.  We are a major supplier of ink resins to many of the world’s leading printing ink companies for use in publication and packaging inks.

•  Tires and Rubber.  We are a leading supplier of resins and additives from renewable resources to the global tires and rubber industry as measured by sales.

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•  Roads and Construction.  We are a major supplier of resins for use in roadmarking, and we believe there are future opportunities to supply fatty acids and tackifier resins for bitumen applications in the roofing and paving sub-markets.

•  Consumer Products.  We sell a diverse range of specialty materials used in the formulation of consumer products for the personal care, home care, industrial cleaning and food ingredients sub-markets.

•  Renewable Energy.  We are the largest global producer of tall oil pitch, a second generation, cellulosic biofuel used in municipal heating and industrial power generation, as measured by volume. Further, our TOFA can also be used as a raw material in the manufacture of biodiesel.

•  Chemical Intermediates.  Our TOR, TOFA, dimer acid and DTO chemical intermediates are sold into a diverse range of markets, including, among others, paints and coatings, lubricants, fuel additives, mining and oilfield, paper chemicals and polymers.

Our products and technical support enhance the value of our customers’ products by improving their performance, providing them with essential attributes, lowering costs and simplifying processes. We have cultivated longstanding relationships with leading customers in our key markets and have a history of co-developing many of our products with our customers to satisfy specific product requirements. Our innovative products and solutions help our customers replace non-renewable raw materials with more sustainable alternatives.

In the three months ended March 31, 2010, we generated net sales of $198.1 million, Adjusted EBITDA of $27.4 million, net income of $10.0 million and net cash provided by operating activities of $2.5 million. In 2009, we generated net sales of $767.5 million, Adjusted EBITDA of $93.9 million, net income of $12.1 million and net cash provided by operating activities of $117.3 million, and we used cash in our investing and financing activities of $44.3 million and $63.8 million, respectively. During 2009, approximately 42% of net sales were to customers in the United States and Canada, 49% to customers in Europe, the Middle East and Africa, 5% to customers in Asia and 4% to customers in Latin America. For a definition of Adjusted EBITDA, a description of our use of Adjusted EBITDA as a measure of operating performance and a reconciliation of Adjusted EBITDA to net income, see “Summary Selected Historical Consolidated Financial Information and Other Data”.

We have reinvigorated our business following our acquisition from International Paper by Rhône Capital in February 2007. Comparing 2006, the last full year we operated as a division of International Paper, to 2009, as a stand-alone company, we have improved our Adjusted EBITDA from $78.3 million to $93.9 million and improved our Adjusted EBITDA as a percentage of net sales, which we refer to as our “Adjusted EBITDA margins”, from 10.2% to 12.2%. During this same period, our net income fluctuated from $33.1 million in 2006, to net losses in both 2007 and 2008 of $23.6 million and $26.6 million, respectively, to net income of $12.1 million in 2009. We have also increased our cash provided by operating activities from $5.0 million to $117.3 million, reduced our headcount from 1,399 to 1,075 employees, reduced our manufacturing fixed costs by $21.7 million (excluding depreciation and the impact of foreign currency exchange) and reduced working capital (excluding cash and cash equivalents and the current portion of long-term debt) from 20.8% to 10.3% of net sales.

We have demonstrated the quality of our business through our ability to improve our operating results and increase our margins and cash flow despite the global economic downturn that began in late 2008. During 2008 and into 2009, we experienced sales volume declines across the majority of our businesses, which we believe was exacerbated by inventory destocking. However, beginning in the second half of 2009, we have seen improving demand in our end markets and believe the declining trend in inventory has stabilized. We believe we are well positioned to continue our recent trajectory as demand patterns shift toward recovery.

A core component of our strategy is an increased focus on innovation. We are pursuing multiple opportunities for future sales growth by developing new higher margin and higher value products and applications and entering new markets. We expect to supplement these initiatives with selective

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acquisitions or investments that enhance our market position through unique technology or through access to new market opportunities.

We have a track record of implementing programs that have driven significant costs out of our business, and we believe there are additional opportunities to further optimize our manufacturing footprint, supply chain and overhead, which we continue to pursue. In addition to these cost reduction programs, we continue to work to transform our company from a functional-oriented organization to a process-oriented organization with an increased focus on our customers. This effort is supported by our implementation of a new SAP global enterprise resource planning, or ERP, system, which we completed in the first half of 2010. We expect this new ERP system to generate additional value for our shareholders by providing us with accurate and timely information that will enable us to target additional margin and cost improvement opportunities.

Key Competitive Strengths

The following competitive strengths underpin our ability to create shareholder value by driving sustainable, profitable top-line growth, improving margins and generating strong cash flow:

Leading Market Positions

We are the world’s leading supplier of pine-based chemicals as measured by sales. According to ADL, we are the leading global supplier of each of the following products:

•  naturally-derived resins used in adhesives, inks and roadmarking applications;

•  naturally-derived tackifier resins used in hot melt packaging and bookbinding adhesives;

•  naturally-derived tread enhancement resins for passenger car tires; and

•  pine-based, non genetically-modified sterols used in food ingredient and nutrient applications through our joint venture, Arboris, LLC.

Scope and Scale Provide Global Access

With manufacturing facilities in Finland, France, Germany, Sweden, the United States and the United Kingdom, we have the largest manufacturing capacity in the pine-based chemicals sector. Our supply chain and commercial infrastructure gives us access to global opportunities as we have the capability to reliably service an increasingly international client base. We believe we are the leading global refiner of CTO and the leading global producer of TOFA and TOR.

Advantageous Feedstock Position

We are the world’s largest buyer of CTO, and have the capacity to refine approximately 650,000 metric tonnes of CTO annually, which, according to ADL, represents approximately 40% of global CTO refining capacity. We have the ability to process a wide variety of CTO feedstocks, including lower quality CTO and black liquor soap, or BLS, a precursor to CTO that we have the ability in the United States to refine into CTO, providing us with access to a broad source of raw materials. When we refer to CTO in this prospectus, we are referring generally to CTO and BLS, together.

We have long-term supply contracts with International Paper pursuant to which they agreed to sell to us, and we agreed to purchase from them, all of the CTO and CST produced at their existing U.S. paper mills. We also have the option to purchase all of the CTO and CST produced at International Paper’s future paper mills worldwide. These contracts provided us with approximately 20% and 27% of our global CTO and CST purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. CTO and CST accounted for approximately 68% and 64% of our raw material purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively.

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Stable Customer Base with Long-standing Relationships and Diverse End Markets

With approximately 1,000 customers in more than 80 countries, we have a broad customer base covering many diverse end-user industries, including adhesives, inks, tires and rubber, roads and construction, consumer products, renewable energy, fuel additives, coatings, lubricants and polymer additives. We have strong, long-standing relationships with our customers, and many of our products have been developed in cooperation with our customers, frequently in response to their specific needs.

Commitment to Innovation

We believe that innovation and new product development are critical to meeting our customers’ needs and to generating profitable future growth. We employ over 50 scientific professionals, many of whom hold Ph.D. degrees. In the five years ended December 31, 2009, we applied for 61 U.S. patents and 18 Patent Cooperation Treaty patents.

During 2009, we instituted a structured approach to growth with dedicated cross-functional teams that are directed toward our six target markets. As part of this approach, we identify and develop new products based on our understanding of our customers’ needs and market opportunities. We utilize a portfolio management system to ensure that we are disciplined in assessing potential opportunities for new products and to allocate resources and capital in accordance with our strategic objectives and priorities.

Our track record of product innovation extends more than 80 years. Examples include:

•  adhesive tackifiers designed to enable the use of a higher amount of recycled content in packaging materials;

•  high solid adhesive dispersions for labels and tapes that allow for higher coating speeds and that lower process energy costs;

•  heat stable rheology, or HSR, ink resins that reduce formulation complexity for ink manufacturers while improving press performance;

•  tire tread resins that promote wet grip, fuel economy and tire life;

•  fuel lubricity improvers that ensure low sulfur targets for diesel fuel can be met; and

•  emulsions and clear gels for skin and sun care applications.

Improving Profit Margins

Our market leading position, together with the importance of our portfolio to our customer base, our value pricing and our ability to shift production and manage costs have enabled us to generate improving profit margins across diverse macroeconomic environments. Despite rapidly changing raw material, energy and freight costs in recent years, as well as the difficult economic environment that affected the chemicals industry in late 2008 and into 2009, we have been successful at increasing our Adjusted EBITDA and margins, as illustrated in the chart below.

													Combined
	Three Months			Three Months			Year Ended			Year Ended			Year Ended
	Ended			Ended			December 31,			December 31,			December 31,
	March 31, 2010			March 31, 2009			2009			2008			2007
							(dollars in thousands)						(Non-GAAP)
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)	$	(23,605	)
Gross margins		20.6	%		8.1	%		15.7	%		13.3	%		11.7	%
Adjusted EBITDA		27,378			11,043			93,859			92,723			66,898
Adjusted EBITDA margins		13.8	%		6.2	%		12.2	%		9.3	%		7.8	%

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For a definition of Adjusted EBITDA, a description of our use of Adjusted EBITDA as a measure of operating performance and a reconciliation of Adjusted EBITDA to net income, as well as an explanation of our use of combined financial information for the year ended December 31, 2007, see “Summary Selected Historical Consolidated Financial Information and Other Data”.

Experienced and Proven Management Team with Significant Equity Interest

We have a highly motivated management team with an average of more than 25 years of experience, combining a core of pine-based chemical veterans with specialty chemicals experts from outside the pine chemicals industry. Our management team has instilled a shareholder-value-based culture throughout our organization, successfully implemented leading productivity practices and reinvigorated new product development. Through management incentive vehicles, or MIVs, formed to facilitate investment in our company by our senior managers, our management has a significant investment in AZ Chem Investments Partners LP, our parent.

Ability to Satisfy Increasing Demand for Sustainable Raw Materials

Our products are based on naturally-derived, renewable raw materials and, as such, we are well placed to benefit from consumer-driven demand for sustainable alternatives to existing hydrocarbon-based products. In conjunction with our focus on innovation, we expect to leverage the sustainable characteristics of our product range in developing new market opportunities for our products. For example, we expect that the sustainable nature of our gellants and other personal care products will be an increasingly attractive feature in the skin care and cosmetics markets.

Our Business Strategy

Building on our competitive strengths, set forth below are the four key elements to our business strategy.

Organic Growth Through Market Understanding and Development

Building upon our strength in technological innovation, we focus our research and development efforts on opportunities that address the needs of our customers as well as enhance our profitability and growth profile. We look for opportunities in new applications, new products and new markets. For example, we are developing new personal care applications for our polymeric gellant technology that we believe present improved margin opportunities. Additionally, our heat stable rheology, or HSR, ink resin products provide better performance at a lower cost relative to products historically used in “sheet-fed” printing applications, and we have begun to market our HSR ink resin products for use in these applications, which we believe also offer us improved margin opportunities. Other innovations include extra-light color rosin esters for adhesive packaging applications, high solid adhesive dispersions and tire tread enhancement additives. In relation to new market opportunities, we are presently developing compatibilizers for modified bitumen applications, which will enable customers to produce stable, long-lasting synthetic rubber modified bitumen with higher sustainable material content. Products we have developed in the last five years generated approximately 10% of our net sales in 2009.

During 2009, we spent approximately 1% of our annual net sales on research and development efforts, and we plan to double our research and development and marketing resources and related spending within the next three years. In addition to internal research and development, we expect to expand our product offerings through select licensing and/or purchasing of new formulations, technology and products from third parties, and we intend to fund select capital expenditure opportunities where we can expand capacity in high growth, high margin areas, or reduce costs for an appropriate return on investment.

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Geographical Expansion into BRIC Countries

We expect to continue to serve our existing global customers as they expand their businesses in emerging countries such as Brazil, Russia, India and China and to target new customers in these regions. In 2009, 2.7% of our net sales were generated in these four countries, and we believe there are significant opportunities to expand our business in these and other emerging economies. We plan to manage our expansion into emerging markets by adding sales and marketing, technical service and other development related personnel, followed by further infrastructure expansion as our sales opportunities in these markets increase.

Active Management of our Business and Asset Portfolio

We plan to accelerate profitable growth through selected acquisitions of companies and/or assets that focus on our six target markets or on high value niche applications and that complement our current product offerings and capabilities. For example, in February 2009, we acquired Abieta Chemie GmbH, a company located in Gersthofen, Germany, that specializes in natural resin products. This acquisition strengthened our position in the tire and rubber market and secured access for us to new products and technology that can be leveraged in other strategic markets.

Productivity Improvement Program

We have a history of implementing programs that have driven significant costs out of our business. We expect to continue to expand our successful productivity improvement initiatives by pursuing operational efficiencies, optimizing available technologies, maintaining a lean organizational structure, further reducing fixed costs, capitalizing on our global procurement organization, rationalizing capacity and efficiently managing capital spending. We intend to take advantage of the enhanced flow of information from the implementation of a new SAP global ERP system, which we completed in the first half of 2010, to further our efforts to improve our margins, drive cost productivity and generate additional cost savings.

Risk Factors

Despite our competitive strengths, investing in our common shares involves substantial risk. In addition, our ability to execute our business strategy is subject to certain risks. The risks described under “Risk Factors” may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our business strategy. Before you invest in our common shares, you should carefully consider all the information in this prospectus, including matters set forth under “Risk Factors”.

Transactions with Rhône Capital and International Paper

On February 28, 2007, Rhône Capital acquired a group of operating companies that comprise Arizona Chemical from International Paper. We refer to this transaction as the “Acquisition”. Since the Acquisition, the companies comprising Arizona Chemical have been subsidiaries of AZ Chem Luxembourg Holdings S.à r.l., which, before giving effect to the Reorganization described below, is also our direct parent and a wholly owned subsidiary of AZ Chem Investments Partners LP.

Prior to the completion of this offering, funds associated with Rhône Capital, which we refer to as the “Rhône Funds”, held a     % limited partnership interest in AZ Chem Investments Partners LP, while International Paper held a     % limited partnership interest and AZ Chem MIV I Ltd and AZ Chem MIV II LP, which are management incentive vehicles, or MIVs, formed to facilitate investment in our company by our senior managers, collectively held a     % limited partnership interest.

The Rhône Funds and International Paper are also members of AZ Chem Investments LLC, the general partner of AZ Chem Investments Partners LP. The Rhône Funds control AZ Chem Investments LLC, and therefore control us.

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See “— Corporate and Other Information and the Reorganization” for information about the reorganization of our structure that will occur prior to the completion of this offering.

Our Credit Agreements and Our Outstanding Indebtedness

In connection with the Acquisition, we entered into a First Lien Credit and Guaranty Agreement, which we refer to as our “First Lien Credit Agreement”, and a Second Lien Credit and Guaranty Agreement, which we refer to as our “Second Lien Credit Agreement”. We refer to these agreements together as our “credit agreements”. As a result of the indebtedness we incurred under the credit agreements, we are highly leveraged. As of March 31, 2010, our total consolidated indebtedness was $331.6 million, including $327.4 million outstanding under our credit agreements. As of March 31, 2010, on an as adjusted basis after giving effect to this offering and the application of the net proceeds therefrom (assuming we sell the shares for a per share price equal to $     , the midpoint of the price range set forth on the cover page of this prospectus), our total consolidated indebtedness would have been $      million and we would have had $60.0 million of borrowing capacity available under the revolving credit facility under our First Lien Credit Agreement. See “Description of Our Indebtedness”.

Rhône Capital

Founded in 1996, Rhône Capital focuses on middle-market private equity investments in businesses with pan-European or trans-Atlantic presence or growth prospects. Rhône Capital’s investment philosophy includes the development of strong, strategic partnerships with the management of portfolio companies in which it invests. Rhône Capital currently has investments in a diversified portfolio of companies.

Corporate and Other Information and the Reorganization

On February 12, 2010, we were incorporated as a Bermuda limited company.

Prior to the completion of this offering, AZ Chem Luxembourg Holdings S.à r.l. will transfer all of the equity interests in Arizona Chem Sweden Holdings AB, its wholly owned subsidiary, to us, and we will transfer all of the equity interests in Arizona Chem Sweden Holdings AB to Arizona Chemical Luxembourg S.à.r.l, our wholly owned subsidiary. Following these transfers, AZ Chem Luxembourg Holdings S.à r.l. will dissolve, and we will be a direct, wholly owned subsidiary of AZ Chem Investments Partners LP. Additionally, prior to the completion of this offering, Arizona Chemical Ltd. will effect a          for 1 stock split. We refer to these transactions as the “Reorganization”.

The historical financial information presented herein is that of Arizona Chem Sweden Holdings AB and its predecessor prior to the Acquisition, and following the Reorganization, all of our business operations will be conducted through Arizona Chem Sweden Holdings AB and its subsidiaries.

Our principal executive offices are located at 4600 Touchton Road East, Building 100, Suite 1500, Jacksonville, Florida 32246 and at Transistorstraat 16, 1322 CE Almere, The Netherlands and our registered office in Bermuda is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. We can be reached by telephone at (800) 526-5294 and +(31) 36 5462 800. Our corporate website address is www.arizonachemical.com. We do not incorporate information on, or accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus.

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Below is an organizational chart illustrating our corporate structure after the Reorganization and before giving effect to this offering.

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THE OFFERING

Issuer	Arizona Chemical Ltd.
Common shares offered by the issuer	common shares.
Common shares offered by the selling shareholder	common shares.
Common shares	Immediately following the consummation of this offering, we will have     million common shares outstanding.

Use of proceeds Assuming we sell the shares for a per share price equal to $      , the midpoint of the price range set forth on the cover page of this prospectus, will receive net proceeds from this offering of approximately $      million after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to make an approximately $12 million distribution to our parent entity, AZ Chem Investments Partners LP, and to pay transaction-related expenses of $     million. We intend to use the remaining net proceeds to repay $      million of indebtedness under our First Lien Credit Agreement, representing 75% of the remaining net proceeds, and to repay $      million of indebtedness outstanding under our Second Lien Credit Agreement, representing 25% of the remaining net proceeds. We will not receive any proceeds from the sale of our common shares by the selling shareholder.

Dividend policy Other than the distribution we are making to AZ Chem Investments Partners LP out of the proceeds of this offering, we do not anticipate paying any cash dividends on our common shares for the foreseeable future. We intend to retain all available funds and any future earnings to reduce debt and fund the development and growth of our business.

NYSE Symbol	“ARZ”.
Risk factors	For a discussion of risks relating to our company, our business and an investment in our common shares, see “Risk Factors” and all other information set forth in this prospectus before investing in our common shares.
	Unless we specifically state otherwise, all information in this prospectus assumes no exercise by the underwriters of their option to purchase an additional          shares.

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SUMMARY SELECTED HISTORICAL CONSOLIDATED
FINANCIAL INFORMATION AND OTHER DATA

The following tables set forth summary financial and operating data on an historical basis for our predecessor and successor periods (each as defined below). You should read this financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, our historical consolidated financial statements, the notes to our consolidated financial statements and the other financial information included elsewhere in this prospectus.

We were acquired on February 28, 2007 by Rhône Capital in a business combination accounted for under the purchase method of accounting. The summary selected historical financial data for the period from January 1, 2007 to February 28, 2007 is referred to as “predecessor” and represents the period of time when we were operated as a division of International Paper. All periods subsequent to the Acquisition on February 28, 2007, which resulted in a change of control and a change in accounting basis, are referred to as “successor”. The summary selected historical consolidated financial and operating data for the years ended December 31, 2009 and 2008 and the periods March 1, 2007 to December 31, 2007 and January 1, 2007 to February 28, 2007 have been derived from the audited historical consolidated financial statements included elsewhere in this prospectus. The summary financial data for the three months ended March 31, 2010 and 2009 and as of March 31, 2010, have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, that management considers necessary for the fair presentation of the condensed consolidated financial information set forth in those statements. Results of operations for the interim periods are not necessarily indicative of the results that might be expected for any other interim period or for an entire year.

As a result of the Acquisition, our assets and liabilities were adjusted to their estimated fair values. In addition, our consolidated statements of operations data for the successor period include interest expense resulting from indebtedness incurred to finance the Acquisition and depreciation and amortization of fair value adjustments to property, plant and equipment and intangible assets related to the Acquisition. Therefore, our successor period financial data generally is not comparable to our predecessor period financial data.

The combined historical results of operations for the year ended December 31, 2007 was derived from the audited consolidated financial statements of our predecessor from January 1, 2007 through February 28, 2007 and of our successor from March 1, 2007 through December 31, 2007. The combined historical results of operations are being presented to assist comparison across the years. The combined information does not comply with accounting principles generally accepted in the United States (“GAAP”) and should not be used in isolation or substitution of the results of operations of either our predecessor period or our successor period. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had the Acquisition occurred on January 1, 2007 or that may be obtained for any future period.

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Consolidated Statements of Operations Data

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
													(Non-GAAP)
	Three			Three												March 1,			January 1,
	Months			Months			Year			Year			Year			2007			2007
	Ended			Ended			Ended			Ended			Ended			through			through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands, except per share data)
Net sales	$	198,051		$	177,934		$	767,465		$	1,001,988		$	855,867		$	723,797		$	132,070
Cost of goods sold		157,333			163,445			646,986			868,536			755,415			642,341			113,074
Gross profit		40,718			14,489			120,479			133,452			100,452			81,456			18,996
Selling, general and administrative		25,673			15,464			78,200			91,936			99,583			86,684			12,899
Unrealized foreign currency exchange (gains) losses(1)		(4,836	)		367			(9,347	)		20,304			—			—			—
Restructuring and impairment(2)		2,047			1,035			26,395			15,513			114			114			—
Other operating income(3)		—			(2,043	)		(5,537	)		—			—			—			—
Operating income (loss)		17,834			(334	)		30,768			5,699			755			(5,342	)		6,097
Interest (expense) income, net		(3,870	)		(4,560	)		(16,546	)		(29,523	)		(28,657	)		(28,775	)		118
Loss on interest rate swaps, net		(709	)		(600	)		(2,541	)		(9,311	)		(2,275	)		(2,275	)		—
Other income(4)		623			2,151			3,635			1,879			—			—			—
Income (loss) before income tax expense (benefit)		13,878			(3,343	)		15,316			(31,256	)		(30,177	)		(36,392	)		6,215
Income tax expense (benefit)		3,885			(836	)		3,831			(4,277	)		(6,299	)		(8,913	)		2,614
Equity in earnings of affiliate(5)		4			150			613			380			273			189			84
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)	$	(23,605	)	$	(27,290	)	$	3,685
Earnings per share(6):
Basic and diluted	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)				$	(27,290	)
Weighted average common shares outstanding:
Basic and diluted		1,000			1,000			1,000			1,000						1,000

Consolidated Balance Sheet Data

	As of March 31, 2010
			As Adjusted for
	Actual		the Offering(7)
	(dollars in thousands)
Cash and cash equivalents	$	43,057	$
Total assets		630,275
Total debt		331,645
Total shareholder’s equity		101,495

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Other Data

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
													(Non-GAAP)
	Three			Three
	Months			Months												March 1,			January 1,
	Ended			Ended			Year Ended			Year Ended			Year Ended			2007 through			2007 through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands)
Gross margin(8)		20.6	%		8.1	%		15.7	%		13.3	%		11.7	%		11.3	%		14.4	%
Depreciation(8)	$	6,599		$	6,872		$	29,781		$	23,311		$	23,790		$	19,693		$	4,097
Amortization		2,444			2,565			10,834			10,899			9,445			9,120			325
Adjusted EBITDA(9)		27,378			11,043			93,859			92,723			66,898			54,874			12,024
Adjusted EBITDA margin		13.8	%		6.2	%		12.2	%		9.3	%		7.8	%		7.6	%		9.1	%
Free cash flow(10)	$	(5,424	)	$	1,845		$	81,803		$	(13,452	)	$	8,446		$	25,132		$	(16,686	)
Net cash provided by (used in) operating activities		2,507			11,100			117,325			20,841			32,934			45,022			(12,088	)
Net cash used in investing activities		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(501,929	)		(497,331	)		(4,598	)
Net cash provided by (used in) financing activities		2,202			(1,220	)		(63,771	)		12,768			498,843			488,547			10,296

(1) Unrealized foreign currency exchange losses (gains) is primarily related to translation changes in the balance of the Euro-denominated debt under our First Lien Credit Agreement. This is further described in Note 11 of our consolidated financial statements and Note 8 of our unaudited condensed consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following table presents unrealized and realized foreign exchange losses (gains) included in our consolidated statement of operations.

	Successor			Successor			Successor			Successor		Combined			Successor		Predecessor
												(Non-GAAP)
	Three			Three
	Months			Months											March 1,		January 1,
	Ended			Ended			Year Ended			Year Ended		Year Ended			2007 through		2007 through
	March 31,			March 31,			December 31,			December 31,		December 31,			December 31,		February 28,
	2010			2009			2009			2008		2007			2007		2007
	(dollars in thousands)
Unrealized translation related foreign currency exchange (gains) losses	$	(4,836	)	$	367		$	(9,347	)	$	20,304	$	—		$	—	$	—
Realized transaction related foreign currency exchange (gains) losses — selling, general and administrative		(107	)		(1,883	)		214			234		(261	)		238		(499	)
Realized transaction related foreign currency exchange (gains) losses — cost of goods sold		(205	)		37			154			65		20			3		17

(2) Restructuring and impairment includes pre-tax restructuring charges primarily related to manufacturing facility closures and employee terminations as part of our cost reduction initiatives. This is further described in Note 9 of our consolidated financial statements and Note 7 of our unaudited condensed consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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The following table presents details of our restructuring and impairment charges included in our consolidated statement of operations.

	Successor		Successor		Successor		Successor		Combined		Successor		Predecessor
									(Non-GAAP)
	Three		Three
	Months		Months								March 1,		January 1,
	Ended		Ended		Year Ended		Year Ended		Year Ended		2007 through		2007 through
	March 31,		March 31,		December 31,		December 31,		December 31,		December 31,		February 28,
	2010		2009		2009		2008		2007		2007		2007
	(dollars in thousands)
Port St. Joe, Florida	$	—	$	—	$	5,822	$	—	$	—	$	—	$	—
Gersthofen, Germany		108		—		1,251		—		—		—		—
Valdosta, Georgia		97		—		874		—		—		—		—
U.K. facilities		—		—		339		5,369		—		—		—
Niort, France		648		—		—		1,972		—		—		—
Dover, Ohio		—		3		—		635		—		—		—
Pensacola, Florida		—		—		—		534		114		114		—
Sandarne, Sweden		1,194		—		—		—		—		—		—
Impairment		—		1,032		18,109		7,003		—		—		—
Total	$	2,047	$	1,035	$	26,395	$	15,513	$	114	$	114	$	—

(3) Other operating income of $5.5 million recorded in 2009 included $4.9 million of insurance proceeds related to a fire at our Oulu, Finland manufacturing facility and a gain of $0.7 million on the sale of capital assets realized as a result of the closure of our Bedlington, U.K. manufacturing facility.

(4) In 2009, other income included a gain on our acquisition of Abieta of $2.1 million and a gain on settlement with International Paper of $1.3 million, whereas in 2008, other income included a gain of $1.9 million on the extinguishment of a portion of our debt. All of these items were excluded from the calculation of Adjusted EBITDA. In the three months ended March 31, 2010, other income primarily related to insurance proceeds relating to a fire at our Sandarne, Sweden manufacturing facility.

(5) Equity in earnings of affiliate relates to our 10% investment in Arboris, LLC, which was formed in 2002 and is accounted for under the equity method of accounting as we have the ability to exercise significant influence. Our share of the earnings from operations in this investment is recorded in our statement of operations. This is further described in Note 3 of our consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

(6) Prior to the Acquisition, we were an operating division of International Paper. As a result, the capital structure of our predecessor did not include common stock or other forms of equity shares. Accordingly, earnings per share is not available for periods prior to March 1, 2007. Additionally, the information presented regarding earnings per share and weighted average common shares outstanding is that of Arizona Chem Sweden Holdings AB on an actual basis. The earnings per share of Arizona Chemical Ltd. on an as adjusted basis after giving effect to the Reorganization for the three months ended March 31, 2010 and 2009, the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 would have been $     , $     , $     , $     , and $     , respectively, assuming           common shares outstanding.

(7) Reflects on an adjusted basis the sale of           of our common shares in this offering at an assumed initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus), and the application of the estimated net proceeds from this offering as described under “Use of Proceeds”, and assumes this offering had been consummated on March 31, 2010.

(8) Included in these amounts in 2009 is accelerated depreciation associated with the closure of our Port St. Joe facility in the amount of $1.6 million. Accelerated depreciation had a negative impact on our gross margins of 1.3% in 2009.

(9) Adjusted EBITDA represents net income before interest, taxes, depreciation, and amortization and is adjusted for various items as defined in our credit agreements. Adjusted EBITDA presented in the predecessor period was calculated on the same basis as Adjusted EBITDA

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presented in the successor periods pursuant to our credit agreements. Under the terms of our credit agreements, we use Adjusted EBITDA to calculate our maximum leverage ratio and our minimum interest coverage ratio covenants. See “— Adjusted EBITDA” below.

(10) Free cash flow represents net cash provided by operating activities, less purchases of property, plant and equipment, software spending and proceeds from disposals of property, plant and equipment. See “ — Free Cash Flow” below.

Adjusted EBITDA

Adjusted EBITDA is not a GAAP concept. We present Adjusted EBITDA because it is used by management to evaluate operating performance and under our credit agreements, we use it to calculate our maximum leverage ratio and our minimum interest coverage ratio covenants. In addition, a reconciliation from net income to Adjusted EBITDA is required for reporting and covenant calculation purposes pursuant to our credit agreements. We consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also use Adjusted EBITDA for our executive compensation plan, which bases incentive compensation payments on our Adjusted EBITDA performance.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. A reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA is presented below:

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
													(Non-GAAP)			March 1,			January 1,
	Three months			Three months			Year Ended			Year Ended			Year Ended			2007 through			2007 through
	ended March 31,			ended March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007(4)
	(dollars in thousands)
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)	$	(23,605	)	$	(27,290	)	$	3,685
Interest expense (income), net		3,870			4,560			16,546			29,523			28,657			28,775			(118	)
Income tax expense (benefit)		3,885			(836	)		3,831			(4,277	)		(6,299	)		(8,913	)		2,614
Depreciation and amortization		9,043			9,437			40,615			34,210			33,235			28,813			4,422
EBITDA		26,795			10,804			73,090			32,857			31,988			21,385			10,603
Unrealized foreign currency exchange (gains) losses		(4,836	)		367			(9,347	)		20,304			—			—			—
Restructuring and impairment		2,047			1,035			26,395			15,513			114			114			—
Loss on interest rate swaps, net		709			600			2,541			9,311			2,275			2,275			—
Equity in earnings of affiliate		(4	)		(150	)		(613	)		(380	)		(273	)		(189	)		(84	)
Transaction costs(1)		—			—			—			1,316			10,271			10,271			—
Management fees (2)		495			351			1,538			1,990			1,295			1,295			—
Transition costs(3)		—			—			—			2,984			6,667			6,575			92
Gain on Abieta acquisition		—			(2,151	)		(2,151	)		—			—			—			—
Gain on settlement with International Paper		—			—			(1,316	)		—			—			—			—
Selling, general and administrative severance		—			—			—			3,121			2,235			2,235			—
Third-party advisor fees		2,135			—			—			1,573			—			—			—
Consulting services		—			—			—			3,794			7,616			7,616			—
Gain on debt extinguishment		—			—			—			(1,901	)		—			—			—
Other items		37			187			3,722			2,241			4,710			3,297			1,413
Adjusted EBITDA	$	27,378		$	11,043		$	93,859		$	92,723		$	66,898		$	54,874		$	12,024

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(1)	Transaction costs were related to the Acquisition. These costs included legal, tax, IT, professional fees and Rhône Capital transaction fees.
(2)	Management fees are paid to Rhône Group L.L.C., an affiliate of Rhône Capital, for corporate-level support activities provided to us. These management fees will no longer be paid following the completion of the offering.
(3)	Transition costs included fees paid to International Paper in connection with the Acquisition under the transition services agreement (governing interim services provided by International Paper), IT consulting fees, costs for infrastructure build-out (such as IT and phone systems, treasury function setup, HR/payroll) and the cost of a carve-out audit, among other items.

(4) Adjusted EBITDA presented in the predecessor period was calculated on the same basis as Adjusted EBITDA presented in the successor periods pursuant to our credit agreements.

Free Cash Flow

Free cash flow is not a GAAP concept. We present free cash flow because our management considers it to be a useful, supplemental indicator of our liquidity. When measured over time, free cash flow provides supplemental information to investors concerning our operating results and our ability to generate cash flows to satisfy mandatory debt service requirements and make other non-discretionary expenditures.

Our management believes that consideration of free cash flow should only be supplemental because free cash flow has limitations as an analytical financial measure. Our management compensates for these limitations by relying primarily on our results under GAAP to evaluate our liquidity and by considering independently the economic effects of the foregoing items that are not reflected in free cash flow. As a result of these limitations, free cash flow should not be considered as a substitute for other measures of liquidity reported in accordance with GAAP, including net cash provided by (used in) operating activities, net cash provided by (used in) investing activities, net cash provided by (used in) financing activities or change in cash and cash equivalents. A reconciliation of net cash provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, is presented below:

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
													(Non-GAAP)			March 1, 2007			January 1, 2007
	Three months			Three months			Year Ended			Year Ended			Year Ended			through			through
	ended March 31,			ended March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	2,507		$	11,100		$	117,325		$	20,841		$	32,934		$	45,022		$	(12,088	)
Less:
Purchases of property, plant and equipment		(4,866	)		(6,677	)		(22,993	)		(34,719	)		(22,846	)		(18,248	)		(4,598	)
Software spending		(3,761	)		(3,268	)		(13,404	)		(142	)		(1,642	)		(1,642	)		—
Proceeds from disposals of property, plant and equipment		—			690			875			212			—			—			—
Other		696			—			—			356			—			—			—
Free cash flow	$	(5,424	)	$	1,845		$	81,803		$	(13,452	)	$	8,446		$	25,132		$	(16,686	)
Net cash (used in) provided by investing activities		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(501,929	)		(497,331	)		(4,598	)
Net cash provided by (used in) financing activities		2,202			(1,220	)		(63,771	)		12,768			498,843			488,547			10,296

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RISK FACTORS

An investment in our common shares involves a high degree of risk. You should carefully consider the following information, together with other information in this prospectus, before buying our common shares. If any of the following risks or uncertainties occur, our business, financial condition and results of operations could be materially and adversely affected, the trading price of our common shares could decline and you may lose all or a part of your investment in our common shares.

General Business Risks

Conditions in the Global Economy and Capital Markets May Adversely Affect Our Results of Operations, Financial Condition and Cash Flows.

Our products are sold in markets that are sensitive to changes in general economic conditions. Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins. A decline in the demand for our products or a shift to lower margin products due to deteriorating economic conditions would adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.

Our business and operating results have been and will continue to be affected by the global recession, including the turbulence in the credit markets, dislocations in the real estate markets, fluctuating commodity prices, volatile exchange rates and other challenges currently affecting the global economy and our customers. If the current global recession continues for a significant period of time or further deteriorates, our results of operations, financial condition and cash flows would be materially adversely affected.

Demand for Many of Our Products is Cyclical, and We May Experience Prolonged Depressed Market Conditions for Our Products, Which Would Decrease Our Net Sales and Operating Margins.

Many of our products are ultimately used in end markets which are cyclical in nature, such as housing, automotive, printed media, road construction and oil and natural gas drilling. We primarily sell our products to other manufacturers who use our products as intermediates and performance modifiers. The housing market directly affects demand for our products through the demand for oil-based paints, as well as flooring and construction adhesives. The automotive market affects demand for tires, metal working fluids, automotive adhesives in new automobile construction and after-market parts such as air filters. The printed media market, such as advertising and magazine publication, is subject to consumer and discretionary spending trends, while the road construction market is dependent on government spending, which affects sales of our products used in road safety striping. Certain of our products are used in oil and natural gas drilling applications, the demand for which is dependent on the overall energy markets. Any adverse development that negatively affects any or all of these industries could cause a material decrease in our net sales and operating margins.

Our Business is Subject to Seasonality That May Affect Our Quarterly Operating Results and Impact the Market Price of Our Common Shares.

Seasonal changes and weather conditions typically affect the inks and roadmarking end-use markets. For example, the demand for our ink products is typically highest in the third quarter of the year due to increased demand for holiday catalog printing. Demand for roadmarking products is typically higher during the warm weather months and can be affected by adverse weather conditions during those periods. Because seasonal weather patterns are difficult to predict, we cannot accurately estimate fluctuations in our quarterly sales in the roadmarking market in any given year. If reduced demand in the inks and roadmarking markets cause our operating results to fall below the periodic expectations of financial analysts or investors, the market price of our common shares may decline.

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We Generally do not have Long-Term Contracts with Our Customers, and the Loss of Customers Could Adversely Affect Our Sales and Profitability.

Our five largest customers accounted for approximately 20% of our net sales in 2009. With some exceptions, our business is based primarily upon individual sales orders with our customers. As such, our customers could cease buying our products from us at any time, for any reason, with little or no recourse. If a major customer or multiple smaller customers elected not to purchase products from us, our business prospects, financial condition and results of operations would be materially adversely affected.

We have Recorded a Significant Amount of Identifiable Intangible Assets, But We May Never Realize the Full Value of Those Assets.

Intangible assets are recorded at fair value on the date of acquisition and, in accordance with GAAP, will be reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in our performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products and services sold by our business, and a variety of other factors. The amount of any impairment must be expensed immediately as a charge to our results of operations. Depending on future circumstances, it is possible that we may never realize the full value of our intangible assets. Any future determination of impairment of our intangible assets would have an adverse effect on our financial condition and results of operations.

International Paper and Other Third Parties Provide Operating and Other Services to Us Under Agreements that are Important to Our Business. The Failure of Any of These Parties to Perform Their Obligations, or the Termination of These Agreements, Would Adversely Affect Our Operations.

The operation of certain of our facilities is dependent on services provided by third parties. For example, we have contracts with International Paper pursuant to which International Paper provides our Savannah, Georgia facility with waste water treatment and certain other services. Additionally, Bay County, Florida provides our Panama City facility with waste water treatment services. Bay County is currently considering selling the waste water treatment facility used to treat our waste water to a private company, and we cannot assure you that we will be able to have our waste water treated by this facility in the future. In the event that International Paper, Bay County or another third party fails to provide services to our facilities, we may be required to obtain these services from other third parties at an increased cost or to expend capital to provide these services ourselves. The expenses associated with obtaining or providing these services, as well as any interruption in our operations as a result of the failure of the third party to provide a particular service, may be significant and may adversely affect our results of operations.

Additionally, although we own our Savannah, Georgia facilities, our BLS acidulation facility is located on real property leased from International Paper pursuant to a long-term lease agreement, and this property is surrounded by the International Paper mill. In the event we were to have a dispute with International Paper regarding the terms of our lease agreement or we were otherwise unable to fully access or utilize this portion of our Savannah facility, we could incur higher costs associated with freight to divert BLS to other locations within our acidulation network. Long-term outages would require the expenditure of capital for additional acidulation equipment.

Acquisitions and Joint Ventures that We Pursue May Present Unforeseen Integration Obstacles and Costs, Increase Our Leverage and Negatively Impact Our Performance.

We intend to selectively pursue acquisitions of, and joint ventures with, related businesses as one element of our growth strategy. There can be no assurance that we will decide to pursue acquisitions or joint ventures or whether we will be successful in completing any such transaction. If

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such transactions are consummated, the risks described below, and the risks associated with our business generally, may be increased. These transactions may require us to assume or incur additional debt financing, resulting in additional leverage and a complex debt structure. We may pursue acquisitions of a significantly larger scale than in the past.

The expense incurred in consummating acquisitions or our failure to integrate acquired businesses successfully into our existing businesses could negatively impact our results of operations. Furthermore, we may not be able to realize any anticipated benefits from acquisitions or joint ventures. The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial and management resources that would otherwise be available for the ongoing development or expansion of existing operations. Additional risks associated with our acquisition and joint venture strategy include:

•  potential disruption of our ongoing business and distraction of management;

•  unexpected loss of key employees or customers of the acquired company;

•  conforming the acquired company’s standards, processes, procedures and controls with our operations;

•  coordinating new product and process development;

•  hiring additional management and other critical personnel;

•  increasing the scope, geographic diversity and complexity of our operations;

•  encountering unforeseen obstacles or costs in the integration of acquired businesses;

•  the presence of one or more material liabilities of an acquired company that are unknown to us at the time of the acquisition; and

•  unfavorable reception to the acquisition by our customers.

Our Business Could be Materially and Adversely Affected if We Encounter Problems in the Operation of a New SAP Financial System that has Replaced Our Prior Systems.

We are highly dependent on our information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepare invoices to our customers, generate financial reports and otherwise carry on our business in the ordinary course. We recently implemented a new global enterprise resource planning, or ERP, system that we have licensed from SAP AG. The new ERP system is designed to integrate all of our data and processes, including supply chain, inventory and accounting, into a unified system. We expect the implementation to be completed in phases during the first half of 2010. The transition to a new ERP system involves numerous risks, including difficulties in integrating the system with our current operations, potential delay in the processing of customer orders for shipment of products, diversion of management’s attention away from normal daily business operations, increased demand on our operations support personnel, initial dependence on unfamiliar systems while training personnel in its use, increased operating expenses resulting from training, conversion and transition support activities and difficulties in accurately reporting our financial results on a timely basis. If we experience significant problems with the implementation of this system, the resulting disruption could adversely affect our business, sales, results of operations and financial condition.

Risks Related to Raw Materials

We are Highly Dependent On Our Key Raw Materials and Lack of Access to Adequate Supplies of Our Key Raw Materials Would Adversely Affect Our Results of Operations.

The availability of raw materials is essential to our business. Our manufacturing process relies on three key raw materials: crude tall oil, or CTO, crude sulfate turpentine, or CST and, to a lesser extent, D-limonene. CTO and CST accounted for approximately 68% and 64% of our raw material purchases for the three months ended March 31, 2010 and the year ended December 31, 2009,

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respectively. We have entered into long-term supply agreements with International Paper pursuant to which we agreed to buy, and International Paper agreed to sell, all of International Paper’s CTO and CST output in the United States. We also have the option to acquire CTO and CST produced at future International Paper paper mills worldwide. We satisfied 20% and 27% of our global CTO and CST purchases pursuant to these agreements for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. We also maintain agreements with others to supply our raw material needs.

CTO and CST are co-products of the kraft pulping process. As a result, the supply of CTO and CST is based on the demand for the paper products produced by our suppliers, not on the demand for CTO or CST. Accordingly, the global supply of CTO and CST is inherently constrained by the volume of kraft pulp processing and neither International Paper nor our other suppliers are required to supply us with a minimum, or floor, amount of CTO or CST. In addition, substantially all of the global CTO and CST supply is consumed by the producers of CTO and CST or sold pursuant to long-term supply agreements, and CTO and CST are not generally available on the open market. Furthermore, weather conditions in the Southeastern United States, northern Europe and other regions where pine trees are grown have in the past, and may in the future, affect the availability and quality of pine trees used in the kraft pulping process and, therefore, the available supply of CTO and CST. For example, in 2005, a wind storm caused a significant amount of damage to the forests in Sweden. The trees that were felled during the storm were processed by the pulp mills over an extended period of time, which reduced the quantity of CTO and CST yielded from the kraft pulping process in 2005 and 2006. Accordingly, there can be no assurance that CTO and CST will be available in quantities necessary for us to operate our business.

If any of our suppliers fails to meet its obligations under our supply agreements or is otherwise unable to provide us with an adequate supply of our raw materials and we are unable to obtain raw materials from other suppliers, we would be unable to produce the quantity of products that we have historically produced and our results of operations would be adversely affected.

Additionally, we have in the past had disagreements with International Paper, our largest supplier, regarding the terms of our CTO and CST supply agreements. Although we believe we have resolved these disputes to the satisfaction of all parties, there can be no assurance that we will not have disputes with International Paper or another supplier of our raw materials in the future.

The European Union’s Directive on the Promotion of the Use of Energy from Renewable Resources and Similar Legislation in the United States May Incentivize the Use of CTO and CST as Alternative Fuels.

In December 2008, the European Parliament and the Council of the European Union passed a directive on the promotion of the use of energy from renewable sources, which established a 20% European Community-wide target for energy consumed from renewable sources relative to the Community’s gross final consumption of energy, as well as a 10% target for energy consumed from renewable sources in the transport sector. In order to reach these targets, the directive established mandatory targets for each Member State and requires each Member State to adopt a national renewable energy action plan by June 2010 setting forth measures to achieve its mandatory targets.

The directive established sustainability criteria for alternative fuels that must be satisfied in order for the consumption of a fuel to count toward a Member State’s national targets. Although we are engaged in discussions with the European Parliament, the European Commission and various Member States regarding the appropriate status and treatment of CTO and CST under the directive and national renewable energy action plans, CTO and CST currently satisfy the sustainability criteria.

If a Member State’s national renewable energy action plan incentivizes the consumption of CTO or CST (or their precursor chemicals) as alternative fuels, demand for CTO and CST may increase. We are aware of at least one company, SunPine AB, located in Pitéa, Sweden, that is in the process of completing a new manufacturing facility for the production of biodiesel from CTO at least in part in reliance on possible incentives under the directive. This biodiesel manufacturing project, or other

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similar future projects elsewhere, will increase the demand for the raw materials that our business currently depends on.

In addition to these developments in the European Union, various pieces of legislation regarding the use of alternative fuels have been introduced in the United States Congress. While this legislation is in its early stages, final legislation may incentivize the use of CTO and CST as alternative fuels in the United States.

Because the supply of CTO and CST is inherently constrained by the volume of paper pulp processing, any diversion of CTO and CST (or their precursor chemicals) for use as alternative fuels would reduce the available supply of CTO and CST. If this diversion were substantial, it could cause prices for CTO and CST to increase materially, place us at a competitive disadvantage relative to our competitors who rely on different primary raw materials, adversely affect our results of operations and threaten our ability to operate our business.

Fluctuations in Costs of Our Raw Materials Could Adversely Affect Our Results of Operations.

Our results of operations are directly affected by the cost of our raw materials, particularly CTO and CST. Raw materials accounted for approximately 60% of our costs of goods sold in 2009, and, accordingly, our gross profit and margins could be adversely affected by changes in the cost of these raw materials if we are unable to pass the increases on to our customers.

CTO and CST, in addition to their ability to be distilled into higher value chemicals, can be burned as alternative fuels. Some paper mills have historically burned CTO to meet their energy needs rather than sell the CTO they produce to third parties. Additionally, because of its inherent fuel properties, we compete for CTO with energy companies and biodiesel manufacturers, as well as other pine chemical companies. As discussed above, certain countries have proposed incentivizing the use of CTO and CST as alternative fuels, which would cause prices for CTO and CST to increase and place us at a competitive disadvantage relative to companies that utilize CTO and CST as an energy source. This could also result in a decrease in available supply of CTO and CST.

Furthermore, the cost of CTO is driven by energy prices generally, in addition to supply/demand balance and product quality, which means that the cost of CTO can fluctuate in accordance with capacity additions or reductions or significant facility operating reductions within the CTO market as well as the broader energy industry.

We cannot assure you that we will be able to pass raw material price increases through to our customers, and any price increase that we cannot pass on to our customers will adversely affect our results of operations.

Increases in Energy Costs Could have an Adverse Effect on Our Results of Operations.

Energy purchases constituted approximately 9% and 8% of our cost of goods sold for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. Increases in energy costs, unless passed on to our customers, would adversely affect our results of operations. In addition, rising energy costs may increase our raw material costs. If energy prices increase significantly, our business or results of operations may be adversely affected. In addition, rising energy costs negatively impact our customers and the demand for our products. These risks will be heightened if our customers or production facilities are in locations experiencing severe energy shortages.

Risks Related to Our Indebtedness

Our Substantial Indebtedness Could Adversely Affect Our Ability to Raise Additional Capital to Fund Our Operations, Limit Our Ability to React to Changes in the Economy or Our Industry and Prevent Us From Fulfilling Our Obligations Under Our Existing or Future Indebtedness.

We have substantial indebtedness. As of March 31, 2010, our total consolidated indebtedness was $331.6 million, including $327.4 million outstanding under our credit agreements. As of March 31,

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2010, on an as adjusted basis after giving effect to this offering and the use of the proceeds therefrom (assuming that we sell the shares for a per share price of $     , the midpoint of the price range set forth on the cover page of this prospectus), we would have had $      million of outstanding indebtedness, including $      million under our First Lien Credit Agreement and $      million outstanding under our Second Lien Credit Agreement. In fiscal 2010, on an as adjusted basis, after giving effect to this offering and the use of the proceeds therefrom, our cash debt service is expected to be approximately $      million (including $      million of short term debt maturities) based on interest rates as of          , 2010, of which $      million represents principal and $      million represents interest.

Our substantial indebtedness could have important consequences for you, including the following:

•  it may limit our ability to obtain additional financing to fund working capital, capital expenditures, product development, dividend payments, debt service requirements, strategic initiatives or other purposes;

•  it may limit our flexibility in planning for, or reacting to, changes in our operations or market conditions, and because we are more highly leveraged than some of our competitors, we may be at a competitive disadvantage;

•  it may make us more vulnerable to further downturns in our industry or the economy;

•  a substantial portion of our cash flow from operations will be dedicated to the repayment of principal and interest on our indebtedness and will not be available for other purposes;

•  it may limit our ability to acquire other businesses or assets; and

•  it may limit our ability to refinance our current indebtedness.

Our ability to make scheduled payments on our debt obligations and to repay our debt obligations as they come due depends on our financial condition and operating performance as well as general financial, business and market conditions and other factors that are beyond our control. There can be no assurances that our business will generate sufficient cash flow from operations or that we will be able to borrow additional funds to satisfy our debt service obligations and other liquidity needs.

The Terms of Our Existing Indebtedness May Restrict Our Current and Future Operations.

The terms of our existing indebtedness contain, and any future indebtedness we may incur would likely contain, restrictive covenants that impose significant operating and financial restrictions on our ability to, among other things:

•  declare dividends, make distributions or redeem or repurchase common shares;

•  prepay, redeem or repurchase other debt;

•  incur liens or grant negative pledges;

•  make loans and investments and enter into acquisitions and joint ventures;

•  incur additional indebtedness;

•  amend or otherwise alter or waive any material rights under any organizational document or any permitted debt agreement;

•  make capital expenditures;

•  engage in mergers, acquisitions and asset sales;

•  engage in sale and lease-back transactions;

•  conduct transactions with affiliates;

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•  alter the nature of our business; and

•  change our fiscal quarter or fiscal year.

In addition, our credit agreements require us to achieve certain financial results and maintain compliance with specified financial ratios, which become more restrictive over time. A failure to comply with these covenants could result in an event of default under our credit agreements. In the event of any default under our credit agreements, the lenders thereunder may:

•  discontinue lending under the revolving credit facility under our First Lien Credit Agreement;

•  elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

•  foreclose on our collateral; and

•  force us to file for bankruptcy protection.

See “Description of Our Indebtedness”.

Our Variable-Rate Indebtedness Subjects Us to Interest Rate Risk, Which Could Cause Our Annual Debt Service Obligations to Increase Significantly.

Certain of our indebtedness, including indebtedness under our credit agreements, are or will be at variable rates of interest and expose us to interest rate risk. See “Description of Our Indebtedness”. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same. Assuming the amount of variable rate indebtedness remains the same, after giving effect to the offering and the use of the proceeds therefrom, an increase of 1% in the interest rates payable on our variable rate indebtedness would increase our 2010 estimated debt service requirements by approximately $      million.

Despite Our Substantial Indebtedness, We May Still be Able to Incur Significantly More Debt, Which Could Intensify the Risks Relating to Our Indebtedness Described Above.

The terms of the instruments governing our indebtedness restrict, but do not prohibit, our ability to incur substantial additional indebtedness in the future. As of March 31, 2010, on an as adjusted basis, after giving effect to this offering and the use of proceeds therefrom, we would have had $60.0 million available for additional borrowing under the revolving credit facility under our First Lien Credit Agreement, and the covenants under our credit agreements would allow us to borrow a significant amount of additional indebtedness. The more leveraged we become, the more we, and in turn our security holders, become exposed to the risks described above under “— Our Substantial Indebtedness Could Adversely Affect Our Ability to Raise Additional Capital to Fund Our Operations, Limit Our Ability to React to Changes in the Economy or Our Industry and Prevent Us From Fulfilling Our Obligations Under Our Existing or Future Indebtedness”.

Risks Related to Environmental and Safety Matters

Compliance with Extensive Environmental, and/or Health and Safety Regulations Could Be Costly, Subject Us to Liability for Fines or Damages, and/or Require Us to Modify Our Operations or Products.

Our operations are subject to extensive environmental, health and safety, or EHS, laws and regulations at national, international and local levels in each jurisdiction where we operate. Such laws and regulations include those governing the discharge of pollutants into the air and water, the use, management and disposal of hazardous materials and wastes, the investigation and cleanup of contamination, exposure to chemicals and other hazards, the control of resin dust and occupational health and safety. We have incurred, and will continue to incur, operating costs and capital expenditures to comply with these laws and regulations. In 2009, we incurred capital expenditures of

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$1.3 million for EHS improvements, and we expect to incur capital expenditures of $2.7 million for EHS improvements in 2010. Future developments, including the enactment of new or more stringent laws or regulations could require us to make additional unplanned environmental expenditures.

Violations of these laws and regulations or the permits required for our operations could result in restrictions on our operating activities or the imposition of substantial fines, penalties, civil or criminal proceedings, third-party property damage claims (including natural resource damages claims), personal injury claims, reputational harm, cleanup costs or obligations or other losses or costs.

Compliance with EHS laws generally increases the cost of production, including registration and approval requirements, the costs of transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes, and such costs could have a material adverse effect on our results of operations. Furthermore, environmental laws are subject to change and have tended to become stricter over time. In particular, regulatory efforts to address climate change and greenhouse gas emissions could affect our cost of production, the availability of raw feedstock or product sales. Such changes in environmental laws or their interpretation, or the enactment of new environmental laws, could result in materially increased capital expenditures and compliance costs.

Regulation of Exposure to Certain Process Chemicals Could Require Material Expenditures or Changes in Our Operations.

Certain regulations applicable to our operations, including the Occupational Safety and Health Act and the Toxic Substances Control Act in the United States and the Registration, Evaluation and Authorization of Chemicals, or REACH, directive in Europe, prescribe limits restricting exposure to a number of chemicals used in our operations, including formaldehyde and nonylphenol, a raw material used in our Niort, France facility in the manufacture of phenolic ink resins. Future studies on the health effects of chemicals used in our operations, including nonylphenol and bisphenol A, which is used in our rosin-based ink resins, may result in additional regulation or new requirements in the United States, Europe and elsewhere which further restrict or prohibit the use of, and exposure to, these chemicals. Additional regulation of or requirements for these or other chemicals could require us to change our operations, and these changes could affect the quality or types of products we manufacture and materially increase our costs.

We May be Subject to Cleanup Obligations, Lawsuits and Other Claims Arising Out of Environmental Contamination or Personal Injuries Associated with Chemical Manufacturing.

Many of our facilities have environmental contamination. The investigation and remediation of contamination at our facilities, including the discovery of contamination arising from historical industrial operations at our current and former properties, or at other properties impacted by our operations or to which our wastes were sent for disposal, may expose us to cleanup obligations and other damages which could be costly and may adversely affect our financial condition and results of operations. Under various environmental laws in the United States and other countries where we operate, a current or prior owner or operator of a facility may be liable for the entire cost of remediation of contamination at the facility or at locations where wastes were sent for disposal, in many cases without regard to whether the owner or operator knew of, or caused, the contamination.

For example, we are aware of soil and groundwater contamination at our Sandarne, Sweden facility, as well as costs that we will need to incur in connection with the closure of a landfill at a former Stora Enso site in Sandarne. Though we do not presently expect the costs associated with these matters to be material, it is possible that future unexpected costs associated with these or any other investigations and remediations could adversely affect our financial condition and results of operations.

We face the risk that individuals could seek damages for personal injury due to exposure to chemicals at our facilities or elsewhere, or to chemicals or wastes otherwise owned, controlled or

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disposed of by us. We may be subject to claims with respect to workplace exposure, workers’ compensation, claims by neighbors or others alleging personal injury or property damage in connection with our operations or waste disposal. The costs to resolve such claims could be material.

Chemical Manufacturing is Inherently Hazardous, Which Could Result in Accidents that Disrupt Our Operations or Expose Us to Significant Losses or Liabilities.

The hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes are inherent in our operations and the operations of other occupants with whom we share manufacturing sites. These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on the Company as a whole. These potential risks include, but are not limited to:

•  pipeline and storage tank leaks and ruptures;

•  explosions and fires;

•  inclement weather and natural disasters, including hurricanes in the Southeastern United States and other extreme weather conditions relating to global climate change;

•  terrorist attack;

•  mechanical failures; and

•  chemical spills and other accidental discharges or releases of toxic or hazardous substances or gases.

These hazards may result in personal injury and loss of life, damage to property and contamination of the environment, which may result in a suspension of operations and the imposition of civil or criminal penalties or fines, expenses for remediation and damage claims brought by governmental entities or third parties. The loss or shutdown of operations over an extended period of time at any of our major operating facilities could have a material adverse effect on our financial condition and results of operations. For example, in April 2008, a fire occurred in the refinery portion of our Oulu, Finland facility due to the failure of a hot oil pump, and in September 2009 a fire occurred at our Sandarne, Sweden facility as the result of welding work being performed by an outside contractor. While the fire at our Sandarne facility had a limited impact on our production or ability to service our customers, the Oulu fire required us to shut down that facility for approximately one month, resulted in property damage of €1.2 million and caused us to incur a business interruption expense €4.1 million, including a €2.6 million loss of profits resulting from lost sales.

In order to mitigate these potential losses and liabilities, we maintain property, business interruption and casualty insurance of the types and in the amounts that we believe are customary for the industry, and the majority of the damage and loss resulting from the fire at our Oulu facility was covered by our insurance. However, we are not fully insured against all potential hazards incidental to our business, and we may not recover the full amount of a loss or liability under the terms of our insurance policies.

Legal and Regulatory Risks

Regulatory and Statutory Changes Applicable to Us or Our Customers Could Adversely Affect Our Financial Condition and Results of Operations.

We and many of the applications for the products in the end-use markets in which we sell our products are regulated by various national and local rules, laws and regulations. Changes in any of these areas could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. For

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example, changes in environmental regulations restricting the use of sterols could cause a decline in sales to producers of that product.

We are Subject to Customs, International Trade, Export Control, Antitrust, Zoning and Occupancy and Labor and Employment Laws That Could Require Us to Modify Our Current Business Practices and Incur Increased Costs.

We are subject to numerous regulations, including customs and international trade laws, export control, antitrust laws and zoning and occupancy laws that regulate manufacturers generally and/or govern the importation, promotion and sale of our products, the operation of factories and warehouse facilities and our relationship with our customers, suppliers and competitors. If these regulations were to change or were violated by our management, employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and negatively impact results of operations.

Similarly, these laws affect the availability and pricing of our raw materials and competing products. For example, we benefit from certain trade protections, including anti-dumping protection. If we were to lose these protections, our results of operations could be adversely affected. Changes in these laws or regulations may increase the cost of our raw materials or lower the cost of a competing product, which could hurt our business and negatively impact results of operations.

Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business.

Due to the Nature of Our Business and Products, We May Be Liable for Damages Arising Out of Product Liability Claims.

The sale of our products involves the risk of product liability claims. For example, some of the chemicals or substances that are used in our businesses, including alkyl phenols such as bisphenol A and nonylphenol, and flammable solvents such as toluene, xylene and alcohols, as well as rosin, formaldehyde and resin dust, have been identified as having potentially harmful health effects.

In addition, we may be liable for damages based on product liability claims brought against our customers in our end-use markets. Many of our products provide critical performance attributes to our customers’ products that are ultimately sold to consumers who could potentially bring product liability suits in which we could be named as a defendant. If a person were to bring a product liability suit against one of our customers, this customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of our insurance coverage limits, for which we are not otherwise indemnified, could have a material adverse effect on our financial condition or results of operations. While we endeavor to protect ourselves from such claims and exposures in our contractual negotiations, there can be no assurance that our efforts in this regard will ultimately protect us from any such claims.

Risks Related to Worldwide Operations

Our Substantial Worldwide Operations Subject Us to Risks not Faced by Competitors that are Based in or that Operate Solely in the United States, Including Legislative, Judicial, Economic, Political, Regulatory, Labor and Tax Conditions.

We are a Bermuda company with a significant portion of our manufacturing operations located outside the United States. In 2009, our net sales outside the United States represented approximately

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59% of our total net sales and included sales to more than 80 countries. In addition, we have production facilities located in Sandarne, Sweden, Oulu, Finland, Chester-le-Street, United Kingdom, Niort, France and Gersthofen, Germany. Accordingly, our business is subject to the differing legal, political, social and regulatory requirements and economic conditions specific to the countries or regions in which we operate, which could materially adversely affect our financial performance. Risks inherent in world-wide operations include, but are not limited to, the following:

•  difficulty in enforcing agreements through the differing legal systems of the countries in which we operate;

•  customers in the various countries in which we operate may have long payment cycles;

•  countries in which we operate may impose withholding taxes or otherwise tax our income from our operations, impose tariffs or adopt other restrictions on trade and investment outside, including currency exchange controls;

•  restrictions on our ability to repatriate earnings from countries in which we operate;

•  difficulty in enforcing intellectual property rights and our ability to protect our intellectual property;

•  high rates of inflation;

•  fluctuations in exchange rates, including currency devaluation, may affect product demand and may adversely affect our profitability;

•  increased costs of transportation or shipping;

•  risk of nationalization of private enterprises;

•  changes in general economic and political conditions in the countries in which we operate;

•  changes in laws or regulatory requirements, including those governing environmental protection, export duties and quotas;

•  difficulty with staffing and managing widespread operations; and

•  required compliance with laws and regulations of numerous jurisdictions.

A portion of our outstanding debt under our First Lien Credit Agreement is denominated in Euros, and a portion of this debt is attributable to Arizona Chemical AB, whose functional currency is the Swedish Kronor. Accordingly, fluctuations in the exchange rate of the Swedish Kronor to the Euro expose us to both realized and unrealized foreign currency losses. For example, in 2008, we recognized an unrealized loss of $20.3 million due to a stronger Euro against the Swedish Kronor, and in 2009, we recognized $9.3 million and $0.4 million of unrealized gain and realized loss, respectively. For the three months ended March 31, 2010, we recognized $4.8 million and $0.3 million of unrealized gain and realized gain, respectively.

Our overall success as a global business depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social, tax and political conditions. We may not continue to succeed in developing and implementing policies and strategies that will be effective in each location where we do business. Our growth strategy includes expansion into new and existing international markets, and we expect that our operations outside the United States will account for a larger portion of our revenue and profitability in the future. As a result, each of the foregoing risks is likely to take on increased significance.

Currency Translation Risk and Currency Transaction Risk May Negatively Affect Our Net Sales, Cost of Sales and Operating Margins and Could Result in Exchange Losses.

We conduct our business and incur costs in the local currency of most countries in which we operate. In the three months ended March 31, 2010 and the year ended December 31, 2009, our net

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sales recorded in currencies other than U.S. dollars represented approximately 51% of our total net sales. Accordingly, our results of operations are recorded in the relevant local currency and then translated to U.S. dollars, our functional currency, at the applicable currency exchange rate for inclusion in our financial statements. Changes in exchange rates between those foreign currencies and the U.S. dollar will affect our net sales, cost of sales and operating margins and could result in exchange losses. In addition to currency translation risks, we incur currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a different currency from the currency in which it records revenues. While we do not currently hedge our exchange rate exposures, we may do so in the future. However, any hedging transactions we enter into may not be effective or could result in foreign exchange hedging loss. The impact of future exchange rate fluctuations on our results of operations cannot be accurately predicted.

Given the volatility of exchange rates, we may not be able to effectively manage our currency transaction and/or translation risks, and any volatility in currency exchange rates may have an adverse effect on our financial condition, cash flows and profitability. We operate our business in countries that historically have been and may continue to be susceptible to recessions or currency devaluation, including Mexico and Turkey. In addition, as we expand our business in emerging markets, particularly China and Russia, the uncertain regulatory environment relating to currency policy in these countries could have a negative impact on our operations there.

Risks Related to Competition

We Face Competition From Other Chemical Companies, Which Could Force Us to Lower Our Prices, Thereby Adversely Affecting Our Business, Operating Margins, Financial Condition, Cash Flows and Profitability.

The markets in which we operate are highly competitive, and this competition could harm our business, operating margins, financial condition, cash flows and profitability. Our competitors include major international producers as well as smaller regional competitors. Current and anticipated future consolidation among our competitors and customers may cause us to lose market share as well as put downward pressure on pricing. Furthermore, there is a trend in the chemical industry toward relocation of manufacturing facilities to lower-cost regions such as Asia. Such relocation may permit some of our competitors to lower their costs and improve their competitive position. Some of our competitors are larger, have greater financial resources and have less debt than we do. As a result, those competitors may be better able to withstand a change in conditions within our industry and throughout the economy as a whole. If we do not compete successfully, our business, operating margins, financial condition, cash flows and profitability could be adversely affected.

Competition From Producers of Substitute Products Could Lead to Declines in Our Net Sales Attributable to These Products.

We face competition from a number of products that are potential substitutes for our products. In particular, hydrocarbon and gum-based resins compete with tall oil-based resins in the adhesives and inks markets, and animal and vegetable-based fatty acids compete with TOFA. We have in certain cases been subject to pricing pressure from Chinese manufacturers of gum rosins, and our hydrocarbon competitors have introduced metallocene-based products that compete directly with many of our adhesive tackifiers. Considerable growth in these substitutes for our products could adversely affect our market share, net sales and results of operations.

We face substantial risk that certain events, such as new product development by our competitors, changing customer needs, production advances for competing products, price changes in raw materials, our failure to secure patents or the expiration of patents, could result in declining demand for our products as our customers switch to substitute products or undertake manufacturing of such products on their own. If we are unable to develop and produce or market our products to effectively compete against our competitors, our results of operations may materially suffer.

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Failure to Develop New Products will Make Us Less Competitive.

Our results of operations depend to a significant extent on our ability to expand our product offerings and to continue to develop our production processes to be a competitive producer. We may not be able to continue to develop new products, re-engineer our existing products successfully or bring our products to market in a timely manner. While we believe that the products, pricing and services we offer customers are competitive, we may not be able to continue to attract and retain customers.

In addition, our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products. Innovation or other changes in our customers’ product performance requirements may also adversely affect the demand for our products. Our future growth will depend on our ability to gauge the direction of the commercial and technological progress in all key end-use markets, and upon our ability to successfully develop, manufacture and market products in such changing end-use markets. If we fail to keep pace with evolving technological innovations or fail to modify our products in response to our customers’ needs, then our business, financial condition and results of operations could be adversely affected as a result of reduced sales of our products.

Pricing Pressures by Our Customers and Increased Competition May Adversely Affect Our Results of Operations.

We have in the past experienced pricing pressure from customers in certain of the markets in which we compete, particularly chemical intermediates and inks. While we are directing our business away from producing low-margin products such as those sold as chemical intermediates and those sold into the inks market, we currently derive a significant portion of our revenues from sales of these chemicals and will continue to do so for the foreseeable future. Accordingly, pricing pressure on these products may reduce our profitability and adversely affect our results of operations.

Risks Related to Intellectual Property

Our Business Relies on Intellectual Property and Other Proprietary Information and Our Failure to Protect Our Rights Could Harm Our Competitive Advantages with Respect to the Manufacturing of Some of Our Products.

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property and other proprietary information of our business. However, we may be unable to prevent third parties from using our intellectual property and other proprietary information without our authorization or from independently developing intellectual property and other proprietary information that is similar to ours, particularly in countries where the laws do not protect our proprietary rights to the same degree as in the United States. Others’ use of our intellectual property and other proprietary information could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business. If it becomes necessary for us to litigate to protect these rights, any proceedings could be burdensome and costly, and we may not prevail.

As a result of developing products and markets with selected customers, we have six patent families that are jointly-held with certain of our customers. These patents are in the areas of tackifiers for adhesives and specialty polyamides for fragrance formulations. At the time of such product and/or market development, we entered into written agreements with these customers that limit the rights of each party with respect to jointly developed inventions and inventions made with the confidential information of the other party. These written agreements were made in exchange for exclusive licenses or supply agreements, for limited times. The risks of such joint-development agreements include the risk that our partner will breach its obligations under the agreement. For example our partner might breach the agreement and begin making products that we develop or enter into similar development agreements with our competitors. In the event that our customer exploits a jointly-held patent or breaches its obligations under a joint-development agreement, our business could be

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materially adversely affected. Another risk is that title to intellectual property that is managed by an agreement may become clouded. For example, we or our partner may fail to document a change in patent ownership that occurs when certain conditions of an agreement are met. Unclear title or undocumented changes in title make it more difficult to license or sell such a patent.

Any of our patents or patent applications may not provide us with any competitive advantage and may be challenged by third parties. Our competitors also may attempt to design around our patents or copy or otherwise obtain and use our intellectual property and other proprietary information. Moreover, our competitors may already hold or have applied for patents in the United States or abroad that, if enforced or issued, could possibly prevail over our patent rights or otherwise limit our ability to manufacture or sell one or more of our products in the United States or abroad. From time to time, we oppose the issuance of patent applications in the United States and other jurisdictions that we consider overbroad or otherwise invalid to avoid the risk of being sued for patent infringement. With respect to our pending patent applications, we may not be successful in securing patents for these claims. Our failure to secure these patents may limit our ability to protect inventions that these applications were intended to cover. The expiration of a patent can result in increased competition with consequent erosion of profit margins.

In addition, it is our policy to enter into confidentiality agreements when appropriate with our employees and third parties to protect our unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets and know-how, but our confidentiality agreements could be breached or may not provide meaningful protection for our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets, manufacturing expertise and know-how. Violations by others of our confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and operating results to decline as a result of increased competition. In addition, others may obtain knowledge of our trade secrets and know-how through independent development or other access by legal means. Failure to obtain or maintain unpatented know-how and trade secret protection could adversely affect our competitive position.

We have registered and applied for certain service marks and trademarks, and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. The applicable governmental authorities may not approve our pending applications. A failure to obtain trademark registrations in the countries in which we operate could limit our ability to obtain and retain our trademarks and impede our marketing efforts in those jurisdictions. Moreover, third parties may seek to oppose our applications or otherwise challenge the resulting registrations. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands.

The failure of our patents, trademarks or confidentiality agreements to protect our intellectual property and other proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing expertise, methods and compounds, could have a material adverse effect on our competitive advantages over other producers.

Our Products May Infringe the Intellectual Property Rights of Others, Which May Cause Us to Incur Unexpected Costs or Prevent Us from Selling Our Products.

Many of our competitors have a substantial amount of intellectual property that we must continually monitor to avoid infringement. Although it is our policy and intention not to infringe valid patents, we cannot guarantee that our processes and products do not and will not infringe issued patents (whether present or future) or other intellectual property rights belonging to others, including, without limitation, situations in which our products, processes or technologies may be covered by patent applications filed by other parties. From time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain the necessary freedom to operate fully in our various business lines without

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the risk of being sued for patent infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already exist that cover our products, processes or technologies, we could, possibly, be liable for infringement or have to take other remedial or curative actions to continue our manufacturing and sales activities with respect to one or more products. We may also be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties by us or our licensees in connection with their use of our products. Intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert our management’s attention from operating our business. If we were to discover that our processes, technologies or products infringe the valid intellectual property rights of others, we might need to obtain licenses from these parties or substantially re-engineer our products in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully. Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

Risks Related to Employment Matters

Our Future Success Depends on Our Ability to Retain Our Key Employees.

We are dependent on the services of our management team to remain competitive in our industry. This team includes Cornelis Verhaar, our President and Chief Executive Officer, Frederic Jung, our Vice President and Chief Financial Officer, Gary Reed, our Vice President and General Manager — North America, Juhani Tuovinen, our Vice President and General Manager — Europe, David Cowfer, our Vice President, Human Resources and Corporate Communications, and Dick Stuyfzand, our Vice President and General Counsel.

The loss of any member of our senior management team would have an adverse effect on us, and although we maintain employment agreements with several members of our senior management, we cannot assure you that we will be able to retain our management team or that members of our management team will not compete against us in the future.

We May Be Required to Expend Greater Time and Expenses Than Anticipated or Than Other Companies Expend in Dealing With Our Employees, Some of Whom are Unionized, Represented by Workers’ Councils or are Employed Subject to Local Laws That are Less Favorable to Employers Than the Laws of the United States.

As of March 31, 2010, approximately 54% of our 671 employees in the United States were unionized and are covered by collective bargaining agreements. In Europe, nearly all of our employees are represented by local workers councils and/or unions. In addition, some of our employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the United States. Such favorable employment rights require us to expend greater time and expense in making changes to employees’ terms of employment or making staff reductions. For example, the workers’ councils that represent most of our employees in Europe must approve any changes in conditions of employment, including salaries and benefits. A significant dispute with our employees may divert management’s attention and otherwise hinder our ability to conduct our business and achieve planned cost savings.

In addition, changes in United States federal, state and local minimum wage laws and other laws, including those in foreign countries, relating to employee benefits could cause us to incur additional wage and benefits costs, which could negatively impact our profitability.

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We Operate Under Collective Bargaining Agreements with Several Unions, and We May Experience Labor Unrest and Work Stoppages.

We operate under collective bargaining arrangements with several unions in our U.S. and non-U.S. facilities. Although we believe relations with our unions are generally satisfactory, we cannot be certain that they will remain satisfactory. Accordingly, we cannot assure you that we will not encounter strikes or other types of conflicts with labor unions or our personnel or that such labor disputes will not have an adverse effect on us.

Significant Changes in Pension Fund Investment Performance or Assumptions Relating to Pension Costs May Increase the Valuation of Pension Obligations, Alter the Funded Status of Pension Plans and Increase Our Pension Costs.

Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets, particularly equity securities, or in a change of the expected rate of return on plan assets. A change in the discount rate would result in a significant increase or decrease in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net periodic pension cost in the following financial years. Similarly, changes in the expected return on plan assets assumption can result in significant changes in the net periodic pension cost of the following financial years.

Our Pension Plans are Currently Underfunded and We May have to Make Significant Cash Payments to the Plans, Reducing the Cash Available for Our Business.

We sponsor various pension plans worldwide that are underfunded and require significant cash payments. For example, in 2009, we contributed $4.5 million to our pension plans and, in 2008, we contributed $2.7 million to our pension plans. We are expected to contribute at least $4.1 million to our pension plans in 2010. We may also opt to make additional voluntary contributions to various pension plans worldwide in 2010. Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, our contributions for those years could be even higher than we expect. For example, the combined asset value of funded pension plans worldwide was $47.6 million as of December 31, 2009. We expect to earn a 5.9% investment return on our pension assets. In the event actual investment returns are 1% lower than expected for one year, we expect our long-term cash requirements to increase by $0.5 million. If our cash flow from operations is insufficient to fund our worldwide pension liability, we may be forced to reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness.

As of March 31, 2010, our worldwide pension plans were underfunded by $14.2 million (based on the actuarial assumptions consistent with GAAP). Our U.S. pension plan is subject to the Employee Retirement Income Security Act of 1974, or ERISA, and our benefit plans in other countries are also subject to laws governing the funding of retirement benefits. The applicable authorities in the countries in which we operate (including, in the United States, the Pension Benefit Guaranty Corporation under ERISA) have the authority to terminate an underfunded pension plan under certain circumstances, which may require us to incur a liability equal to the entire amount of the underfunding for that plan.

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Risks Related to Financial Reporting

Our Management and Independent Registered Public Accounting Firm in the Past Determined that There have Been Material Weaknesses and Significant Deficiencies in Our Internal Controls Over Financial Reporting. If We Fail to Maintain an Effective System of Internal Controls Over Financial Reporting, We May not be Able to Accurately Report Our Financial Results.

During their audit of our financial statements as of and for the ten months ended December 31, 2007, our independent registered public accounting firm identified certain reportable conditions that constituted a material weakness in the internal controls over financial reporting process. These conditions included a failure by our corporate finance and accounting function to thoroughly review our consolidated financial statements, a lack of active monitoring and oversight by our corporate finance and accounting function of our European accounting function and the inability of our corporate finance and accounting function to complete the timely closing of the financial accounting books and records and prepare our 2007 financial statements. We remedied these conditions in 2008.

In addition, during their audit of our financial statements as of and for the year ended December 31, 2008 and the ten months ended December 31, 2007, our independent registered public accounting firm identified certain conditions that constituted significant deficiencies in our internal controls over financial reporting, including a significant deficiency relating to our statement of cash flows in 2008 and significant deficiencies regarding our assessment of fraud risk, journal entries, accounting policy and internal control documentation, plant accounting, income taxes and reconciliation review in 2007.

Our audit committee and management team agreed with the matters identified as the material weakness and significant deficiencies. Failure to maintain an effective system of internal controls over financial reporting could have a material adverse effect on our business, financial condition, results of operations and our ability to accurately report our financial results.

If We Are Unable to Implement the Requirements of Section 404 of the Sarbanes-Oxley Act in a Timely Manner, or if We Conclude Our Internal Controls are not Effective in Other Areas, We May Be Subject to Sanctions or Investigation by Regulatory Authorities and Incur Additional Compliance Costs and the Financial Markets May React Negatively.

We are currently performing the system and process evaluation of our internal controls over financial reporting in order to allow management to report on, and our independent auditors to attest to, our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Section 404. The requirements of Section 404 will initially apply to us in connection with the filing of our second annual report after becoming subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In connection with our preliminary evaluation, we have identified areas of internal controls that may need improvement, such as internal controls related to the segregation of duties, system access and user security profiles, operating policies and procedures. We plan to begin the testing necessary to permit the management certification and auditor attestation required to comply with Section 404 in 2011. As we complete the evaluation and testing required by Section 404, we may identify conditions that may be categorized as significant deficiencies or material weaknesses in the future.

As of March 31, 2010, we have incurred $0.1 million in professional fees in connection with our initial implementation of the systems and internal control documentation required pursuant to Section 404.

If we are not able to implement the requirements of Section 404 in a timely manner, management will not be able to certify as to the effectiveness of our internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission (the “SEC”). As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may

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be required to incur additional costs in improving our internal control system and/or the hiring of additional personnel. Any such action could adversely affect our results of operations.

Risks Related to Our Common Shares and this Offering

We are Controlled by Rhône Capital, Whose Interests in Our Business May Be Different From Yours.

After the completion of this offering, Rhône Capital will exercise control over more than 50% of our outstanding common shares. As a result, Rhône Capital will, subject to applicable law, be able to control the composition of our Board of Directors and therefore will be able to control actions to be taken by us and our Board of Directors, including amendments to our memorandum of association and certain provisions of our bye-laws, the approval of significant corporate transactions such as the amalgamation, discontinuance, voluntary liquidation or sale of our company or our assets, as well as the issuance of additional shares, alteration of our share capital, the implementation of share repurchase programs, and the issuance of dividends.

Additionally, Rhône Capital and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

As a “Controlled Company”, We Will be Exempt From Certain NYSE Governance Requirements.

Because Rhône Capital and its affiliates will control more than 50% of our voting power after giving effect to this offering, we will be considered a “controlled company” for the purposes of the NYSE listing requirements. As such, we will be exempt from the NYSE corporate governance requirements that our board of directors, our compensation committee and our nominating and corporate governance committee meet the standard of independence established by those corporate governance requirements. As a result, our Board of Directors and those committees will have more directors that would not meet the NYSE independence standards than they would if those standards were to apply. The NYSE independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors.

There is no Existing Public Market for Our Common Shares, and We Do Not Know if One Will Develop, Which Could Impede Your Ability to Sell Your Shares and Depress the Market Price of Our Common Shares.

Prior to this offering, there has been no public market for our common shares. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market in our common shares. The failure of an active trading market to develop could affect your ability to sell your shares and depress the market price of your shares. The initial public offering price for our common shares will be determined by negotiations among us, the selling shareholder and the representatives of the underwriters. The initial public offering price of our common shares will be based on numerous factors and may not be indicative of the market price of the common shares that will prevail in the trading market. The market price of your shares may fall below the initial public offering price.

The Market Price of Our Common Shares May be Volatile, Which Could Cause the Value of Your Investment to Decline.

The market price of our common shares could fluctuate significantly, in which case you may not be able to resell your shares at or above the initial public offering price. Some companies that have had volatile market prices for their securities have had securities class action suits filed against them. If a suit were to be filed against us, regardless of the outcome, it could result in substantial costs and a diversion of management’s attention and resources. This could have a material adverse effect on our business, results of operations and financial condition.

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The market price of our common shares may fluctuate in response to a number of events, including:

•  our quarterly operating results;

•  future announcements concerning our business;

•  changes in financial estimates and recommendations by securities analysts;

•  the number of shares to be publicly traded after this offering;

•  changes in the availability or cost of raw materials;

•  changes in energy costs;

•  actions of competitors;

•  our involvement in acquisitions, strategic alliances or joint ventures;

•  market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•  our ability to develop and market new products on a timely basis;

•  commencement of, or our involvement in litigation;

•  dilutive issuances of our shares or the shares of our subsidiaries;

•  changes in our board or management;

•  adoption of new or different accounting standards;

•  changes in government regulations, including environmental regulations;

•  difficulties in managing international operations and the burden of complying with existing and future domestic and foreign laws;

•  arrival and departure of key personnel;

•  general market, economic and political conditions; and

•  natural disasters, terrorist attacks and acts of war.

In addition, in recent years the stock market has experienced significant price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. The price of our common shares could fluctuate based upon factors that have little or nothing to do with our company or its ongoing business operations, and these fluctuations could materially reduce the market price of our common shares.

Future Sales or the Possibility or Perception of Future Sales of a Substantial Amount of Our Common Shares Could Adversely Affect the Market Price of Our Common Shares.

The market price of our common shares could decline as a result of sales of a large number of our common shares in the public market after this offering or the perception that these sales could occur. The sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of this offering, there will be           common shares outstanding. All common shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”). Of the remaining common shares outstanding,           will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144. We and certain of our shareholders have agreed to a “lock-up”, pursuant to which neither we nor they will sell any shares without the prior consent of Goldman, Sachs & Co. for 180 days after the date of this prospectus, subject to certain exceptions and extension under certain circumstances. Following the expiration of the applicable lock-up period, all these common

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shares will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144.

Any common shares reserved for future issuance under our 2010 Long-Term Incentive Plan could also become eligible for sale in the public market to the extent permitted by the provisions of the various vesting agreements and Rule 144 under the Securities Act.

In addition, the Rhône Funds, International Paper and the MIVs will have certain registration rights with respect to the common shares that they will retain following this offering. See “Shares Eligible for Future Sale” for a discussion of the common shares that may be sold into the public market in the future, and “Certain Relationships and Related Party Transactions — Shareholders Agreement” for a discussion of registration rights.

We may issue our common shares or other securities, including preference shares, from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of our common shares, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also grant registration rights covering those common shares or other securities in connection with any such acquisitions and investments.

We do not Expect to Pay Any Dividends for the Foreseeable Future.

Other than the distribution we are making to AZ Chem Investments Partners LP out of the proceeds of this offering, we do not anticipate paying any dividends to our shareholders for the foreseeable future. In addition, because we are a holding company, our ability to pay dividends depends on our receipt of cash dividends and distributions from our subsidiaries. The terms of our credit agreements substantially restrict our ability and the ability of our subsidiaries to pay dividends. Accordingly, investors must be prepared to rely on sales of their common shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend upon our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law or the SEC and other factors our board deems relevant.

Arizona Chemical Ltd. is a Holding Company that does not Conduct Any Business Operations of its Own, and it Depends on the Performance of its Subsidiaries and Their Ability to Pay Dividends and Make Distributions to it.

Arizona Chemical Ltd. is a holding company that does not conduct any business operations of its own. Arizona Chemical Ltd.’s principal asset is the equity securities of Arizona Chemical Luxembourg S.à.r.l. which will, upon completion of this offering, through its subsidiary Arizona Chem Sweden Holdings AB, own operating subsidiaries. As a result, the issuer is dependent upon cash dividends and distributions or other transfers from its subsidiaries to make dividend payments on its common shares and to meet its other obligations. The ability of the issuer’s subsidiaries to pay dividends and make other payments to the issuer will depend on their operating results and may be restricted by, among other things, applicable corporate, tax and other laws and regulations, agreements entered into by the subsidiaries, such as our credit agreements and any agreement governing any future indebtedness the issuer or its subsidiaries may incur.

In addition, because Arizona Chemical Ltd. is a holding company, your claims as shareholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of its subsidiaries, including obligations under existing and future indebtedness. Accordingly, in the event of the issuer’s dissolution, bankruptcy, liquidation or reorganization, the issuer’s assets and the assets of its subsidiaries will be available for distribution to our shareholders only after all of the issuer’s liabilities and the liabilities of its subsidiaries have been paid in full. The

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issuer would not be able to make distributions to its shareholders until after the payment in full of the claims of the creditors of its subsidiaries.

If Securities or Industry Analysts do not Publish Research or Publish Inaccurate or Unfavorable Research About Our Business, Our Share Price and Trading Volume Could Decline.

The trading market for our common shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common shares would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our common shares or publishes inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common shares could decrease, which could cause our share price and trading volume to decline.

Through its Affiliates, One of the Underwriters for this Offering is Also a Creditor of Our Outstanding Indebtedness, and Therefore has Interests in this Offering Beyond Customary Underwriting Discounts and Commissions.

Certain affiliates of Goldman, Sachs & Co. are lenders under our credit agreements, and we expect to use portions of the net proceeds of this offering to repay indebtedness outstanding under our credit agreements. As a result, such affiliates of Goldman, Sachs & Co. may receive portions of the proceeds of this offering and have interests beyond customary underwriting discounts and commissions.

For more information on the use of the proceeds of this offering, see “Use of Proceeds” and “Underwriting”.

You will Experience Immediate and Substantial Dilution as a Result of this Offering and May Experience Additional Dilution in the Future.

The initial public offering price of the common shares is substantially higher than the net tangible book value per outstanding common share. As a result, you would experience immediate and substantial dilution of $      per common share, based on an assumed offering price of $      per share, the midpoint of the price range set forth on the cover page of this prospectus. For additional information, see “Dilution”.

Risks Related to Holding Shares in a Bermuda Company

We are Incorporated in Bermuda, and a Significant Portion of Our Assets are Located Outside the United States. As a Result, it may not be Possible for Shareholders to Enforce Civil Liability Provisions of the United States Federal or State Securities Laws.

We are incorporated under the laws of Bermuda, and a significant portion of our assets are located outside the United States. It may not be possible to enforce court judgments obtained in the United States against us in Bermuda, or in countries other than the United States where we have assets, based on the civil liability provisions of the federal or state securities laws of the United States. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of United States courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. We have been advised by our legal advisors in Bermuda that the United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on United States federal or state

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securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries other than the United States where we have assets.

We May Issue Preference Shares and Our Bye-Laws and Bermuda Law May Discourage Takeovers, Which Could Affect the Rights of Holders of Our Common Shares.

Following this offering, our board of directors will have the authority to issue up to     preference shares without any further vote or action by the shareholders, in accordance with the provisions of our bye-laws. Since the preference shares could be issued with liquidation, dividend and other rights superior to those of the common shares, the rights of the holders of common shares will be subject to, and may be adversely affected by, the rights of the holders of any such preference shares. The issuance of preference shares could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting shares. Further, the provisions of our bye-laws, including a staggered board of directors and the provision related to the ability of shareholders to remove directors only for cause, and of Bermuda law could have the effect of delaying or preventing a change in control of us. See “Description of Share Capital”.

Bermuda Law Differs from the Laws in Effect in the United States and May Afford Less Protection to Shareholders.

Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are governed by the Companies Act, 1981 (as amended), or the “Companies Act”. The Companies Act differs in some material respects from laws generally applicable to United States corporations and shareholders, including the provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. See “Description of Share Capital — Delaware Law”, “Certain Relationships and Related Party Transactions — Director and Officer Indemnification” and “Description of Share Capital — Indemnification of Directors and Officers”.

Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Bermuda companies generally do not have rights to take action against directors or officers of the company, and may only do so in limited circumstances.

In addition, our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on its behalf, against any of its officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

We May Become Subject to Bermuda Taxes After March 28, 2016, Which May have a Material Adverse Effect on Our Financial Condition and Operating Results and Your Investment Could be Adversely Affected.

The Bermuda Minister of Finance, under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, has given us an assurance that if any legislation is enacted in Bermuda that would impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax will not be applicable to us or any of our operations, shares, debentures or other obligations, except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property leased by us in Bermuda. See “Material Bermuda and U.S. Federal Income Tax Considerations”. This assurance by the Bermuda Minister of Finance expires on March 28, 2016. Given the limited duration of the Minister of Finance’s assurance, we cannot be certain that we will not be subject to any Bermuda tax after March 28, 2016. If the Bermuda Government imposed significant taxes on our business, our earnings could decline significantly.

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If you Acquire More Than 10% of Our Outstanding Shares, CFC Rules May Apply to you.

Rhône Capital has informed us that it intends to take the position that Arizona Chemical Ltd. and certain of its foreign subsidiaries are controlled foreign corporations (“CFCs”) for United States federal income tax purposes. Each “United States shareholder” of a CFC that directly or indirectly owns shares in the CFC on the last day of the CFC’s taxable year must generally include in its gross income for United States federal income tax purposes its pro rata share of the CFC’s “subpart F income”, even if the subpart F income is not distributed. For these purposes, any U.S. person who owns, directly, indirectly through foreign persons, or constructively (under applicable constructive ownership rules of the Code) 10% or more of the total combined voting power of all classes of shares of a foreign corporation will be considered to be a “United States shareholder” of the corporation.

From Time to Time, Certain Taxing Authorities and International Organizations, Including the U.S. Government and the Organization for Economic Cooperation and Development, or the OECD, have Considered Taking Steps that Would Result in an Increase in Our Taxes, and They May Take Such Steps in the Future.

A number of taxing authorities have from time to time considered imposing measures that would increase the amount of taxes we would be required to pay. Such authorities could implement changes in the applicable tax laws and regulations in order to subject Bermuda companies like us to additional taxes. In addition, the OECD has published reports and launched a global dialogue among member and non-member countries as to whether to impose measures to counteract the effects of tax havens and preferential tax regimes in countries around the world. While the OECD regards Bermuda as a jurisdiction that has substantially complied with internationally agreed tax standards, and as such has listed Bermuda on its “white list”, we are not able to predict whether any changes will be made to this classification or the consequences of any such change.

We are not able to predict what developments with respect to applicable tax laws may occur or, if they do occur, what impact they may have on us. U.S. and international taxing authorities could subject us to additional taxation at any time, which would reduce our income and could adversely affect our profitability and the market value of our shares.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements made under the headings “Summary”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, our audited consolidated financial statements and related notes thereto and elsewhere in this prospectus contain forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance. Forward-looking statements are often characterized by the use of words such as “believes”, “estimates”, “expects”, “projects”, “may”, “intends”, “plans” or “anticipates”, or by discussions of strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to:

•  conditions in the global economy and capital markets;

•  our dependence on International Paper and other suppliers to perform their obligations to us;

•  failure of our suppliers to perform their obligations under long-term supply agreements, or our inability to replace or renew these agreements when they expire, could increase our cost for these materials and interrupt production;

•  limited availability or increases in prices of raw materials used in our business;

•  our substantial level of indebtedness and the operating and financial restrictions imposed by our debt instruments and related indentures;

•  competitive pressures in the specialty chemicals industry;

•  our ability to continue technological innovation and successful commercial introduction of new products;

•  our ability to protect intellectual property and other proprietary information;

•  losses due to liabilities arising out of intellectual property infringement and product liability claims;

•  losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical manufacturing;

•  our ability to comply with extensive environmental, health and safety laws, including regulation of exposure to chemicals used in our operations, including formaldehyde, nonylphenol and bisphenol A, that could require material expenditures or changes in our operations;

•  the risk of accidents that could disrupt our operations or expose us to significant losses or liabilities;

•  governmental regulations and trade restrictions;

•  exposure to interest rate and currency fluctuations;

•  acts of war or terrorism in the United States or worldwide, political or financial instability in the countries where our goods are manufactured and sold; and

•  other risks and uncertainties described in this prospectus.

39

These statements are based upon current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly any of them in light of new information or future events.

You should carefully consider the “Risk Factors” and subsequent public statements, or reports filed with or furnished to the SEC, before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of           common shares in this offering will be $      million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes an initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus. We intend to use the net proceeds of this offering to make an approximately $12 million distribution to AZ Chem Investments Partners LP, our parent entity, which it will use to redeem certain preferred equity interests the Rhône Funds received as consideration for their contribution of $9.5 million of our second lien indebtedness to us in the second half of 2008 (the approximately $12 million payment representing the equivalent of principal and accrued interest on such contribution) and to pay transaction-related expenses of $      million. We will also use the net proceeds to pay Rhône Group L.L.C. a fee of €5.0 million in connection with the amendment of a management agreement under which Rhône Group L.L.C. provides us with certain services. See “Related Party Transactions — Purchase and Contribution of Indebtedness” and “Related Party Transactions — Management Agreement”. We intend to use the remaining net proceeds to repay $      million of borrowings under our First Lien Credit Agreement, representing 75% of the remaining net proceeds, and to repay $      million of borrowings under our Second Lien Credit Agreement, representing 25% of the remaining net proceeds.

A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the net proceeds to us from this offering by $      million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

As of March 31, 2010, our total indebtedness outstanding was $331.6 million, including $327.4 million of borrowings outstanding under our credit agreements. The principal amounts of our term loans under our First Lien Credit Agreement amortize in quarterly installments of 1/4 of 1% of the outstanding principal amount and the remaining outstanding principal amount matures on February 28, 2013. The term loans under our Second Lien Credit Agreement mature on February 28, 2014. Borrowings under our credit agreements bear interest at variable rates. As of March 31, 2010, the weighted average interest rate under our First Lien Credit Agreement was 2.52% and the weighted average interest rate under our Second Lien Credit Agreement was 5.75%, in each case before giving effect to our interest rate swaps. See “Description of Our Indebtedness”.

We will not receive any proceeds from the sale of shares by the selling shareholder.

41

DIVIDEND POLICY

Other than the distribution we are making to AZ Chem Investments Partners LP out of the proceeds of this offering, we do not anticipate paying any cash dividends on our common shares for the foreseeable future. We intend to retain all available funds and any future earnings to reduce debt and fund the development and growth of our business.

Any future determination to pay dividends will be at the discretion of our board of directors and will take into account:

•  restrictions in our credit agreements;

•  general economic and business conditions;

•  our financial condition and results of operations;

•  our capital requirements and the capital requirements of our subsidiaries;

•  the ability of our operating subsidiaries to pay dividends and make distributions to us; and

•  such other factors as our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth (1) the capitalization of Arizona Chem Sweden Holdings AB as of March 31, 2010 on an actual basis and (2) the capitalization of Arizona Chemical Ltd. as of March 31, 2010 on an as adjusted basis after giving effect to the Reorganization and to reflect the receipt and use by us of the estimated net proceeds from the sale of common shares in this offering as described under the heading “Use of Proceeds”.

This table should be read in conjunction with “Use of Proceeds”, “Selected Historical Consolidated Financial Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	As of March 31, 2010
	Actual			As Adjusted(1)
	(dollars in millions, except share data)
Debt:
Senior credit agreements:
First Lien Term Loan	$	211.9		$
Second Lien Term Loan		115.5
Revolving credit facility		—			—
Capital lease obligation		3.7			3.7
Loans related to Abieta		0.5			0.5
Total debt		331.6
Shareholder’s equity:
Common shares — Arizona Chem Sweden Holdings AB, $14.25 par value per share; 1,000 shares issued and outstanding, actual		0.0			—
Paid-in capital — Arizona Chem Sweden Holdings AB		135.7			—
Common shares — Arizona Chemical Ltd., $0.01 par value per share; no shares authorized or issued and outstanding, actual (           shares authorized;           shares issued and outstanding, as adjusted)		—
Paid-in capital — Arizona Chemical Ltd.		—
Accumulated deficit		(31.8	)
Accumulated other comprehensive income		(2.4	)
Total shareholder’s equity		101.5
Total capitalization	$	433.1		$

(1) A $1.00 increase or decrease in the assumed initial public offering price per share would result in an approximately $      million increase or decrease, as applicable, in as adjusted total debt, as adjusted additional paid-in capital, as adjusted total shareholder’s equity and as adjusted total capitalization, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DILUTION

If you invest in our common shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the as adjusted net tangible book value per common share after this offering. Our historical net tangible book value as of March 31, 2010 was $(7.8) million, or approximately $      per share (assuming      common shares outstanding after the Reorganization). Net tangible book value per share represents the amount of shareholder’s equity less the net book value of intangible assets, divided by the number of common shares outstanding at that date.

Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of common shares in this offering and the as adjusted net tangible book value per common share immediately after completion of this offering. After giving effect to (1) the Reorganization and (2) our sale of common shares in this offering at an assumed initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and offering expenses, our as adjusted net tangible book value as of March 31, 2010 would have been $      per share. This amount represents an immediate increase in net tangible book value of $      per share to existing shareholders and an immediate dilution in net tangible book value of $      per share to purchasers of common shares in this offering, as illustrated in the following table.

Assumed initial public offering price per share	$
Historical net tangible book value per share as of	$
Increase per share attributable to new investors
As adjusted net tangible book value per share after giving effect to this offering
Dilution per share to new investors	$

A $1.00 increase or decrease in the assumed initial public offering price per share would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $      million, dilution per share to new investors by approximately $     and net tangible book value attributable to this offering by $     per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of March 31, 2010, on the as adjusted basis described above, the differences between existing shareholders and new investors with respect to the number of common shares purchased from us, the total consideration paid and the average price per common share paid by existing shareholders, after giving effect to the issuance of our common shares in this offering at an assumed initial public offering price of $      per share (the midpoint of the range on the cover page of this prospectus), before deducting the estimated underwriting discounts and commissions and offering expenses.

					Total				Average
	Shares Purchased				Consideration				Price
	Number	Percent			Amount	Percent			per Share
Existing shareholders				%	$			%	$
New investors
Total			100	%	$	$	100	%

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If the underwriters exercise their option to purchase additional shares in full, the number of common shares held by existing shareholders will decrease to           , or          percent, of the total number of our common shares outstanding after this offering, and the number of common shares held by new investors will increase to          , or           percent, of the total number of our common shares outstanding after this offering.

A $1.00 increase or decrease in the assumed initial public offering price per share would increase or decrease, as applicable, total consideration paid by new investors to us in this offering by $      million and the average price per share paid by new investors by $1.00, assuming the number of shares of common stock offered by us, set forth on the cover of this prospectus, remains the same.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following tables present selected historical consolidated statements of operations, balance sheet and other data for the periods presented and should only be read in conjunction with our audited consolidated financial statements and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which are included elsewhere in this prospectus.

We were acquired on February 28, 2007 by Rhône Capital in a business combination accounted for under the purchase method of accounting. The historical selected consolidated financial data as of December 31, 2009, 2008 and 2007, the years ended December 31, 2009 and 2008, and for the period March 1, 2007 to December 31, 2007 have been derived from our successor audited historical consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial and operating data for the period January 1, 2007 to February 28, 2007, which is included elsewhere in this prospectus, and the selected historical consolidated financial and operating data as of and for the years ended December 31, 2006 and 2005, which is not included in this prospectus, have been derived from the audited historical consolidated financial statements of our predecessor period. The selected consolidated financial data for the three months ended March 31, 2010 and 2009 and as of March 31, 2010, have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, that management considers necessary for the fair presentation of the unaudited condensed consolidated financial information set forth in those statements. Results of operations for the interim periods are not necessarily indicative of the results that might be expected for any other interim period or for an entire year.

As a result of the Acquisition, our assets and liabilities were adjusted to their estimated fair values. In addition, our consolidated statements of operations data for the successor period include interest expense resulting from indebtedness incurred to finance the Acquisition and depreciation and amortization of fair value adjustments to property, plant and equipment and intangible assets related to the Acquisition. Therefore, our successor period financial data generally is not comparable to our predecessor period financial data.

Consolidated Statements of Operations Data

	Successor			Successor			Successor			Successor			Successor			Predecessor		Predecessor		Predecessor
	Three			Three
	months			months									March 1, 2007			January 1,
	ended			ended			Year Ended			Year Ended			through			2007 through		Year Ended		Year Ended
	March 31,			March 31,			December 31,			December 31,			December 31,			February 28,		December 31,		December 31,
	2010			2009			2009			2008			2007			2007		2006		2005
	(dollars in thousands, except per share data)
Net sales	$	198,051		$	177,934		$	767,465		$	1,001,988		$	723,797		$	132,070	$	767,882	$	692,446
Cost of products sold		157,333			163,445			646,986			868,536			642,341			113,074		645,125		600,902
Gross profit		40,718			14,489			120,479			133,452			81,456			18,996		122,757		91,544
Selling, general and administrative		25,673			15,464			78,200			91,936			86,684			12,899		74,240		72,838
Unrealized foreign currency exchange (gains) losses(1)		(4,836	)		367			(9,347	)		20,304			—			—		—		—
Restructuring and impairment(2)		2,047			1,035			26,395			15,513			114			—		1,851		5,558
Other operating income(3)		—			(2,043	)		(5,537	)		—			—			—		—		—
Operating income (loss)		17,834			(334	)		30,768			5,699			(5,342	)		6,097		46,666		13,148
Interest (expense) income, net		(3,870	)		(4,560	)		(16,546	)		(29,523	)		(28,775	)		118		461		298
Loss on interest rate swaps, net		(709	)		(600	)		(2,541	)		(9,311	)		(2,275	)		—		—		—
Other income(4)		623			2,151			3,635			1,879			—			—		2,081		(177	)
Income (loss) before income tax expense (benefit)		13,878			(3,343	)		15,316			(31,256	)		(36,392	)		6,215		49,208		13,269
Income tax expense (benefit)		3,885			(836	)		3,831			(4,277	)		(8,913	)		2,614		18,161		9,090
Equity in earnings of affiliate(5)		4			150			613			380			189			84		2,033		(187	)

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	Successor		Successor			Successor		Successor			Successor			Predecessor		Predecessor		Predecessor
	Three		Three
	months		months								March 1, 2007			January 1,
	ended		ended			Year Ended		Year Ended			through			2007 through		Year Ended		Year Ended
	March 31,		March 31,			December 31,		December 31,			December 31,			February 28,		December 31,		December 31,
	2010		2009			2009		2008			2007			2007		2006		2005
	(dollars in thousands, except per share data)
Net income (loss)	$	9,997	$	(2,357	)	$	12,098	$	(26,599	)	$	(27,290	)	$	3,685	$	33,080	$	3,992
Earnings per share(6):
Basic and diluted	$	9,997	$	(2,357	)	$	12,098	$	(26,599	)	$	(27,290	)
Weighted average common shares outstanding:
Basic and diluted		1,000		1,000			1,000		1,000			1,000

Consolidated Cash Flow Data

	Successor			Successor			Successor			Successor			Successor			Predecessor			Predecessor			Predecessor
	Three			Three
	Months			Months			Year			Year			March 1			January 1			Year			Year
	Ended			Ended			Ended			Ended			through			through			Ended			Ended
	March 31,			March 31,			December 31,			December 31,			December 31,			February 28,			December 31,			December 31,
	2010			2009			2009			2008			2007			2007			2006			2005
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	2,507		$	11,100		$	117,325		$	20,841		$	45,022		$	(12,088	)	$	5,048		$	44,115
Net cash used in investing activities		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(497,331	)		(4,598	)		(38,131	)		(29,228	)
Net cash provided by (used in) financing activities		2,202			(1,220	)		(63,771	)		12,768			488,547			10,296			28,375			(10,875	)

Consolidated Balance Sheet Data

	As of March 31, 2010
			As Adjusted for
	Actual		the Offering(7)
	(dollars in thousands)
Cash and cash equivalents	$	43,057	$
Total assets		630,275
Total debt		331,645
Total shareholder’s equity		101,495

	Successor		Successor		Successor		Successor		Predecessor		Predecessor
	March 31,		December 31,		December 31,		December 31,		December 31,		February 28,
	2010		2009		2008		2007		2006		2005
	(dollars in thousands)
Total assets	$	630,275	$	618,009	$	691,084	$	708,322	$	553,390	$	449,672
Total debt		331,645		338,853		387,665		388,885		4,231		4,010
Total shareholder’s equity(8)		101,495		97,607		95,509		104,045		382,854		297,089

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Other Data

	Successor			Successor			Successor			Successor			Successor			Predecessor			Predecessor			Predecessor
	Three			Three
	Months			Months			Year			Year			March 1			January 1			Year			Year
	Ended			Ended			Ended			Ended			through			through			Ended			Ended
	March 31,			March 31,			December 31,			December 31,			December 31,			February 28,			December 31,			December 31,
	2010			2009			2009			2008			2007			2007			2006			2005
	(dollars in thousands)
Gross margin(9)		20.6	%		8.1	%		15.7	%		13.3	%		11.3	%		14.4	%		16.0	%		13.2	%
Depreciation(9)	$	6,599		$	6,872		$	29,781		$	23,311		$	19,693		$	4,097		$	22,414		$	29,178
Amortization		2,444			2,565			10,834			10,899			9,120			325			1,353			156
Adjusted EBITDA(10)		27,378			11,043			93,859			92,723			54,874			12,024			78,347			62,419
Free cash flow(11)		(5,424	)		1,845			81,803			(13,452	)		25,132			(16,686	)		(33,083	)		14,887

(1) Unrealized foreign currency exchange losses (gains) is primarily related to translation changes in the balance of the Euro-denominated debt under our First Lien Credit Agreement. This is further described in Note 11 of our consolidated financial statements and Note 8 of our unaudited condensed consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following table presents unrealized and realized foreign exchange losses (gains) included in our consolidated statement of operations.

	Successor			Successor			Successor			Successor		Successor		Predecessor			Predecessor		Predecessor
	Three			Three										January 1,
	months			months								March 1, 2007		2007
	ended			ended			Year Ended			Year Ended		through		through			Year Ended		Year Ended
	March 31,			March 31,			December 31,			December 31,		December 31,		February 28,			December 31,		December 31,
	2010			2009			2009			2008		2007		2007			2006		2005
	(dollars in thousands)
Unrealized translation related foreign currency exchange (gains) losses	$	(4,836	)	$	367		$	(9,347	)	$	20,304	$	—	$	—		$	—	$	—
Realized transaction related foreign currency exchange (gains) losses — selling, general and administrative		(107	)		(1,883	)		214			234		238		(499	)		1,151		(192	)
Realized transaction related foreign currency exchange (gains) losses — cost of goods sold		(205	)		37			154			65		3		17			24		2

(2) Restructuring and impairment includes pre-tax restructuring charges primarily related to manufacturing facility closures and employee terminations as part of our cost reduction initiatives. This is further described in Note 9 of our consolidated financial statements and Note 7 of our unaudited condensed consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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The following table presents details of our restructuring and impairment charges included in our consolidated statement of operations.

	Successor		Successor		Successor		Successor		Successor		Predecessor		Predecessor		Predecessor
	Three		Three						March 1,		January 1,
	months		months						2007		2007
	ended		ended		Year Ended		Year Ended		through		through		Year Ended		Year Ended
	March 31,		March 31,		December 31,		December 31,		December 31,		February 28,		December 31,		December 31,
	2010		2009		2009		2008		2007		2007		2006		2005
	(dollars in thousands)
Port St. Joe, FL	$	—	$	—	$	5,822	$	—	$	—	$	—	$	—	$	—
Gersthofen, Germany		108		—		1,251		—		—		—		—		—
Valdosta, GA		97		—		874		—		—		—		—		—
U.K. facilities		—		—		339		5,369		—		—		—		—
Niort, France		648		—		—		1,972		—		—		—		—
Dover, OH		—		3		—		635		114		—		—		—
Pensacola, FL		—		—		—		534		—		—		—		—
Greaker, Norway		—		—		—		—		—		—		—		4,200
Picayune, MS		—		—		—		—		—		—		—		2,100
Sandarne, Sweden		1,194		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		1,851		(742	)
Impairments		—		1,032		18,109		7,003		—		—		—		—
Total	$	2,047	$	1,035	$	26,395	$	15,513	$	114	$	—	$	1,851	$	5,558

(3) Other operating income of $5.5 million recorded in 2009 included $4.9 million of insurance proceeds related to a fire at our Oulu, Finland manufacturing facility and a gain of $0.7 million on the sale of capital assets realized as a result of the closure of our Bedlington, U.K. manufacturing facility.

(4) Other income includes a gain on our acquisition of Abieta Chemie GmbH, which we refer to as “Abieta”, of $2.1 million and a gain on settlement with International Paper of $1.3 million in 2009. In 2008 and 2006, other income included a gain of $1.9 million on the extinguishment of a portion of our debt and a legal settlement of $2.1 million, respectively. In the three months ended March 31, 2010, other income primarily related to insurance proceeds relating to a fire at our Sandarne, Sweden manufacturing facility.

(5) Equity in earnings of affiliate relates to our 10% investment in Arboris, LLC, which was formed in 2002 and is accounted for under the equity method of accounting, as we have the ability to exercise significant influence. Our share of the earnings from operations in this investment is recorded in our statement of operations. This is further described in Note 3 of our consolidated financial statements appearing at the end of this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

(6) Prior to the Acquisition, we were an operating division of International Paper. As a result, the capital structure of our predecessor did not include common stock or other forms of equity shares. Accordingly, income (loss) attributable to common shareholders per commons share is not available for periods prior to March 1, 2007. Additionally, the information presented regarding earnings per share and weighted average common shares outstanding is that of Arizona Chem Sweden Holdings AB on an actual basis. The earnings per share of Arizona Chemical Ltd. on an as adjusted basis after giving effect to the Reorganization for the three months ended March 31, 2010 and 2009, the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 would have been $     , $     , $     , $     , and $     , respectively, assuming           common shares outstanding.

(7) Reflects on an adjusted basis the sale of           of our common shares in this offering at an assumed initial public offering price of $      per share (the mid-point of the price range set forth on the cover page of this prospectus), and the application of the estimated net proceeds from this offering as described under “Use of Proceeds”, and assumes this offering had been consummated on March 31, 2010.

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(8) In the predecessor period, total shareholder’s equity represents our divisional control account as we were a division of International Paper.

(9) Included in these amounts in 2009 is accelerated depreciation associated with of the closure of our Port St. Joe facility in the amount of $1.6 million. Accelerated depreciation had a negative impact on our gross margins of 1.3% in 2009.

(10) Adjusted EBITDA represents net income before interest, taxes, depreciation, and amortization and then it is adjusted for various items as defined in our credit agreements. Adjusted EBITDA presented in the predecessor period was calculated on the same basis as Adjusted EBITDA presented in the successor periods pursuant to our credit agreements. Under the terms of our credit agreements, we use Adjusted EBITDA to calculate our maximum leverage ratio and our minimum interest coverage ratio covenants. See “— Adjusted EBITDA” below.

(11) Free cash flow represents net cash provided by operating activities, less purchases of property, plant and equipment, software spending, proceeds from disposal of property, plant and equipment, and other items. See “— Free Cash Flow” below.

Adjusted EBITDA

Adjusted EBITDA is not a GAAP concept. We present Adjusted EBITDA because it is used by management to evaluate operating performance and because, under our credit agreements, we use it to calculate our maximum leverage ratio and our minimum interest coverage ratio covenants. In addition, a reconciliation from net income to Adjusted EBITDA is required for reporting and covenant calculation purposes pursuant to our credit agreements. We consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We also use Adjusted EBITDA for our executive compensation plan, which bases incentive compensation payments on our Adjusted EBITDA performance.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. A reconciliation of net income (loss) to Adjusted EBITDA is presented below:

	Successor		Successor			Successor		Successor			Successor			Predecessor			Predecessor			Predecessor
	Three		Three
	months		months								March 1, 2007			January 1,
	ended		ended			Year Ended		Year Ended			through			2007 through			Year Ended			Year Ended
	March 31,		March 31,			December 31,		December 31,			December 31,			February 28,			December 31,			December 31,
	2010		2009			2009		2008			2007			2007(4)			2006(4)			2005(4)
	(dollars in thousands)
Net income (loss)	$	9,997	$	(2,357	)	$	12,098	$	(26,599	)	$	(27,290	)	$	3,685		$	33,080		$	3,992
Interest expense (income), net		3,870		4,560			16,546		29,523			28,775			(118	)		(461	)		(298	)
Income tax expense (benefit)		3,885		(836	)		3,831		(4,277	)		(8,913	)		2,614			18,161			9,090
Depreciation and amortization		9,043		9,437			40,615		34,210			28,813			4,422			23,767			29,335
EBITDA		26,795		10,804			73,090		32,857			21,385			10,603			74,547			42,119

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	Successor			Successor			Successor			Successor			Successor			Predecessor			Predecessor			Predecessor
	Three			Three
	months			months									March 1, 2007			January 1,
	ended			ended			Year Ended			Year Ended			through			2007 through			Year Ended			Year Ended
	March 31,			March 31,			December 31,			December 31,			December 31,			February 28,			December 31,			December 31,
	2010			2009			2009			2008			2007			2007(4)			2006(4)			2005(4)
	(dollars in thousands)
Unrealized foreign currency exchange (gains) losses		(4,836	)		367			(9,347	)		20,304			—			—			—			—
Restructuring and impairment		2,047			1,035			26,395			15,513			114			—			1,851			5,558
Loss on interest rate swaps, net		709			600			2,541			9,311			2,275			—			—			—
Equity in earnings of affiliate		(4	)		(150	)		(613	)		(380	)		(189	)		(84	)		(2,033	)		187
Transaction costs(1)		—			—			—			1,316			10,271			—			—			—
Management fees(2)		495			351			1,538			1,990			1,295			—			—			—
Transition costs(3)		—			—			—			2,984			6,575			92			—			—
Gain on Abieta acquisition		—			(2,151	)		(2,151	)		—			—			—			—			—
Gain on settlement with International Paper		—			—			(1,316	)		—			—			—			—			—
Selling, general and administrative severance		—			—			—			3,121			2,235			—			—			—
Third-party advisor fees		2,135			—			—			1,573			—			—			—			—
Consulting services		—			—			—			3,794			7,616			—			2,600			—
Gain on debt extinguishment		—			—			—			(1,901	)		—			—			—			—
Divestiture incentive program		—			—			—			—			—			—			5,200			—
Environmental remediation		—			—			—			—			—			—			2,100			—
U.K. land sale		—			—			—			—			—			—			(4,900	)		—
Arboris loan forgiveness		—			—			—			—			—			—			(2,000	)		—
Workers’ compensation		—			—			—			—			—			—			—			5,100
Hurricane impact		—			—			—			—			—			—			—			3,400
Oulu, Finland strike		—			—			—			—			—			—			—			3,100
Other items		37			187			3,722			2,241			3,297			1,413			982			2,955
Adjusted EBITDA	$	27,378		$	11,043		$	93,859		$	92,723		$	54,874		$	12,024		$	78,347		$	62,419

(1)	Transaction costs were related to the Acquisition. These costs included legal, tax, IT, professional fees, and Rhône Capital transaction fees.
(2)	Management fees are paid to Rhône Group L.L.C., an affiliate of Rhône Capital for corporate-level support activities provided to us. We currently expect to terminate the management agreement with Rhône Group L.L.C. in connection with this offering.
(3)	Transition costs included fees paid to International Paper under the transition services agreement (governing interim services provided by International Paper), IT consulting fees, costs for infrastructure build-out (such as IT and phone systems, treasury function setup, HR/payroll) and the cost of a carve-out audit, among other items.

(4) Adjusted EBITDA presented in the predecessor period was calculated on the same basis as Adjusted EBITDA presented in the successor periods pursuant to our credit agreements.

Free Cash Flow

Free cash flow is not a GAAP concept. We present free cash flow because our management considers it to be a useful, supplemental indicator of our liquidity. When measured over time, free cash flow provides supplemental information to investors concerning our operating results and our ability to generate cash flows to satisfy mandatory debt service requirements and make other non-discretionary expenditures.

Our management believes that consideration of free cash flow should only be supplemental because free cash flow has limitations as an analytical financial measure. Our management compensates for these limitations by relying primarily on our results under GAAP to evaluate our liquidity and by considering independently the economic effects of the foregoing items that are not reflected in free cash flow. As a result of these limitations, free cash flow should not be considered as a substitute for other measures of liquidity reported in accordance with GAAP, including net cash provided by (used

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in) operating activities, net cash provided by (used in) investing activities, net cash provided by (used in) financing activities or change in cash and cash equivalents. A reconciliation of net cash provided by operating activities to free cash flow is presented below:

	Successor			Successor			Successor			Successor			Successor			Predecessor			Predecessor			Predecessor
	Three Months			Three Months									March 1,			January 1,
	Ended			Ended			Year Ended			Year Ended			2007 through			2007 through			Year Ended			Year Ended
	March 31,			March 31,			December 31,			December 31,			December 31,			February 28,			December 31,			December 31,
	2010			2009			2009			2008			2007			2007			2006			2005
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	2,507		$	11,100		$	117,325		$	20,841		$	45,022		$	(12,088	)	$	5,048		$	44,115
Less:
Purchase of property, plant and equipment		(4,866	)		(6,677	)		(22,993	)		(34,719	)		(18,248	)		(4,598	)		(38,131	)		(29,228	)
Software spending		(3,761	)		(3,268	)		(13,404	)		(142	)		(1,642	)		—			—			—
Proceeds from disposals of property, plant and equipment		—			690			875			212			—			—			—			—
Other		696			—			—			356			—			—			—
Free cash flow	$	(5,424	)	$	1,845		$	81,803		$	(13,452	)	$	25,132		$	(16,686	)	$	(33,083	)	$	14,887
Net cash used in investing activities		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(497,331	)		(4,598	)		(38,131	)		(29,228	)
Net cash provided by (used in) financing activities		2,202			(1,220	)		(63,771	)		12,768			488,547			10,296			28,375			(10,875	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The financial and operating data of our predecessor period from January 1, 2007 to February 28, 2007 and our successor period from March 1, 2007 to December 31, 2007, have been combined for comparison purposes to present twelve months of data for 2007. We believe the combined results of operations, including segment information, for the twelve months ended December 31, 2007 provide management and investors with a more meaningful perspective on our financial and operational performance than if we did not combine the results of operations of our predecessor and successor periods in this manner. The combined results of operations are non-GAAP financial measures, do not include any pro forma assumptions or adjustments and should not be used in isolation or substitution of our predecessor and our successor results. See “— Results of Operations”.

Our Company

We are the world’s leading supplier of pine-based chemicals as measured by sales. We refine and further upgrade two primary feedstocks, crude tall oil, or CTO, and crude sulfate turpentine, or CST, both of which are wood pulping co-products, into specialty chemicals. We focus our resources on six target markets that we believe offer the greatest potential for growth and in which we offer our highest value-added products. These markets are: (1) adhesives, (2) inks, (3) tires and rubber, (4) roads and construction, (5) consumer products and (6) renewable energy. Our leading position in our target markets is supported by our recognized brands, including SYLVATAC^®, SYLVARES^®, SYLVAPRINT^® and UNI-REZ^®, among others. These products are complemented by a portfolio of chemical intermediates that includes tall oil rosin, or TOR, tall oil fatty acid, or TOFA, dimer acid and distilled tall oil, or DTO, which have contributed steady profit margins and stable cash flows. These products are sold into a diverse range of markets, including paints and coatings, lubricants, fuel additives, mining and oilfield, paper chemicals and polymers, among others.

While our business is based predominantly on the refining and upgrading of CTO and CST, we have the capacity to use both hydrocarbon-based raw materials and gum rosins where appropriate and, accordingly, are able to offer tailored solutions for our customers.

Our products and technical support enhance the value of our customers’ products by improving their performance, providing them with essential attributes, lowering costs and simplifying processes. We have cultivated longstanding relationships with leading customers in our key markets and have a history of co-developing many of our products with our customers to satisfy specific product requirements. Our innovative products and solutions help our customers replace non-renewable raw materials with more sustainable alternatives. We serve approximately 1,000 customers in more than 80 countries through our worldwide network of ten strategically located manufacturing facilities, two laboratories and five representative offices.

Our History

We were founded in 1930 as a joint venture between International Paper and American Cyanamid to mine salt cake in Camp Verde, Arizona. By 1949, our core business had changed from mining salt cake to the processing of CTO and CST. In 1985, we became the chemical unit of

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International Paper after they acquired complete ownership from American Cyanamid. Between 1984 and 2007, we grew from strategic acquisitions that were made by International Paper resulting in the integration of various chemical units into our business. On February 28, 2007, Rhône Capital acquired our business from International Paper in the Acquisition. See “Business — Transactions with Rhône Capital and International Paper” for further information regarding the Acquisition.

Our Transformation since the Acquisition

Since the Acquisition, we have reinvigorated our business. We have engaged a highly motivated and experienced management team to lead our company and instill a shareholder-value-based culture focused on sustainable, profitable top-line growth, improving margins and strong cash flow generation. We have achieved continued margin growth, in spite of the recently difficult economic climate, by focusing on value pricing, a better understanding of our customers, strict management of our cost structure and obtaining operational efficiencies.

Cost Saving Initiatives.  As part of our business strategy, we initiated a comprehensive cost reduction program that drives us to continuously reduce our fixed costs, improve our processes and the way we run our business and better serve our customers. A key part of our program has been the optimization of our manufacturing footprint, and we expect our cost reduction program to achieve additional efficiencies in our operations in the future.

The following table presents the aggregate positive impact of our cost saving initiatives for each of the past three years. These savings include savings from variable costs, fixed manufacturing costs and selling, general and administration costs. These savings are measured by initiative and represent the amount of savings achieved in each year compared to the cost structure of the prior year.

	Successor		Successor		Combined
	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2009		2008		2007
			(dollars in millions)
					(Non-GAAP)
Savings Achieved	$	28.9	$	14.0	$	7.6

These results were achieved through a series of successful initiatives. Our most notable projects include:

•  In the third quarter of 2009, we relocated a portion of our rosin upgrading capacity from Valdosta, Georgia to our Savannah, Georgia manufacturing facility, which resulted in manufacturing and operating efficiencies year-over-year. We expect annual costs savings of approximately $4.2 million resulting from this initiative and have achieved cost savings of approximately $1.9 million in 2009. During 2008 and 2009, we spent approximately $19.3 million in capital expenditures in Savannah to facilitate this relocation. In 2009, we incurred $0.9 million for one-time termination benefits related to terminated employees.

•  In the second quarter of 2009, we closed our Port St. Joe, Florida manufacturing facility and transferred production to our larger manufacturing facilities in Panama City, Florida and Savannah, Georgia to better optimize our existing capacity. As a result, we recognized restructuring costs of $5.8 million, impairment charges of $16.7 million and accelerated depreciation of $1.6 million in 2009. We expect annual costs savings of approximately $13.7 million resulting from these initiatives and achieved cost savings of approximately $7.3 million in 2009. Additional capital expenditures will be required at both of these manufacturing facilities to increase their respective capacity, if and as required to meet market demands. We incurred $1.8 million for one-time termination benefits related to terminated employees. The announcement also was a triggering event for impairment testing purposes. The test resulted in a $16.7 million charge related to the impairment of long-lived assets. We

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also recognized $4.0 million of other qualified costs related to the decommissioning and demolition of our Port St. Joe manufacturing facility.

•  During 2009, we optimized our use of ocean tankers for bulk shipments of products from the United States to Europe. By establishing direct routes and identifying a new carrier, we were able to eliminate costly transloading activities, generating savings of $2.5 million during 2009.

•  In the second quarter of 2008, we relocated our polyamide production from our Bedlington, U.K. manufacturing facility to our Dover, Ohio manufacturing facility which resulted in the restructuring of our dimer business, the closure of our Bedlington, U.K. manufacturing facility, a reduction in operations at our Chester-le-Street, U.K. manufacturing facility and the restructuring of certain product lines at our Dover, Ohio manufacturing facility. As a result, we recognized restructuring costs of $8.4 million in 2008. We have achieved cost savings of approximately $6.8 million, including $4.6 million in 2009 and $2.2 million in 2008 as a result of these actions.

•  In the first quarter of 2008, we relocated a portion of our terpene resin production at our Pensacola, Florida manufacturing facility to our Panama City, Florida manufacturing facility. As a result, we recognized restructuring costs of $1.0 million in 2008. We have achieved cost savings of approximately $0.9 million in 2008 and nominal incremental cost savings in 2009 as a result of this relocation.

•  During 2008, we reduced our head count at our manufacturing facility in Niort, France. As a result, we recognized restructuring costs of $3.5 million in 2008. We have achieved cost savings of $0.5 million in 2009 and $1.8 million in 2008, as a result of these actions.

•  During 2007 and 2008, following the Acquisition, we reduced our selling, general and administrative costs through targeted reductions in staff and management headcount. As a result, we recognized severance costs of $3.1 and $2.2 million in 2008 and 2007, respectively. These initiatives generated savings of approximately $11.2 million, including $5.5 million in 2008 and $5.7 million in 2007.

We estimate incremental cost savings during 2010 of approximately $14.0 million related to the 2009 cost savings program. We expect to continue to expand our successful productivity improvement initiatives by pursuing operational efficiencies, optimizing available technologies, maintaining a lean organizational structure, reducing fixed costs, profiting from our global procurement organization, rationalizing capacity and efficiently managing capital spending. We intend to take advantage of the enhanced flow of information from the implementation of a new SAP global enterprise resource planning, or ERP, system, which we completed in the first half of 2010, to further our efforts to improve our margins, drive cost productivity and generate additional cost savings.

Investments.  As of March 31, 2010, we have also invested $17.2 million in a new SAP global ERP system. As part of this project, we believe we have implemented best practices and processes for our industry. We will derive the benefits of this significant investment through improved service to our customers, improved productivity and insight, better management of our working capital, reduced costs through increased flexibility and improved financial management and corporate governance. We have successfully implemented the new ERP system in both Europe and North America. The majority of the costs associated with the ERP system have been incurred and capitalized in 2009 and we expect to capitalize less than $2 million associated with the implementation in 2010.

Acquisitions.  On February 12, 2009, we acquired Abieta Chemie GmbH, which we refer to as “Abieta”, for $8.8 million net of cash acquired and assumed debt of $6.0 million. Abieta is a company based in Gersthofen, Germany that upgrades gum and tall oil rosin, the acquisition of which has strengthened our position in the tires and rubber market.

Other Initiatives.  On January 1, 2010, we changed the way we transact business with our European customers and suppliers by realigning to a single business entity. In the past, each of our European manufacturing facilities operated as stand alone companies, transacting business directly with our customers and suppliers. The new operating structure will provide a single face to our

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European customers and suppliers, streamlining our processes and making it easier for them to do business with us. In addition to better customer service, this initiative is expected to reduce administrative costs and further reduce our working capital requirements.

Our Markets

We supply a number of products to customers in the adhesives, inks, tires and rubber, roads and construction, consumer products and renewable energy markets. We also supply a range of chemical intermediates, including tall oil rosin, or TOR, tall oil fatty acid, or TOFA, dimer acid and distilled tall oil, or DTO. These products are described below and in more detail under “Business — Our Markets”.

Adhesives

We are a leading global supplier of tackifiers to the adhesives industry as measured by sales, and the world’s largest producer of tackifier resins from renewable resources in terms of volume. The products that we supply to the adhesives industry include the following:

•  Rosin-based tackifiers, which are used to improve adhesion to difficult to bond surfaces such as highly recycled packaging materials;

•  Terpene-based tackifiers, which allow our customers to develop and manufacture adhesives that bond to a wide variety of plastic substrates;

•  Hot melt polyamides, which are finished adhesives that bond to a wide variety of substrates and offer outstanding resistance to chemicals and oils; and

•  Alpha-methyl-styrene (AMS)-based tackifiers, which are hydrocarbon-based tackifiers that are almost water-white and adhere well to difficult to bond materials.

Inks

We are a major supplier of ink resins for use in publishing and packaging to many of the world’s leading printing inks companies. These products include:

•  Phenolic rosin esters, which are used in lithographic and publication gravure inks and confer beneficial attributes such as enhanced adhesion, high gloss, improved drying speed, viscosity and color intensity;

•  Solution metal resinates, which are used in inks for publication gravure, which is used for high quality, large print run applications such as catalogs and magazines;

•  Polyamides, which are resins used in inks for flexible packaging such as bread bags, shrink sleeve labels, high end lamination and snack food packaging; and

•  Solvents, which are used primarily in specialty applications such as vegetable oil-based “sheet-fed” printing to improve the solvency power of the vegetable oils.

Tires and Rubber

We are a leading supplier of resins and additives from renewable resources to the global tires and rubber industry as measured by sales. Our products include:

•  Polyterpenes, which are used as tire tread enhancement additives to improve the combination of wet grip, fuel economy and tire life;

•  Disproportionated and non-disproportionated rosin soaps, which are used as emulsifiers in rubber polymerization; and

•  AMS resins, which are hydrocarbon-based resins used as tire tread composition additives to improve the combination of wet grip, fuel economy and tire life.

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Roads and Construction

We are a major supplier of resins for use in roadmarking in markets in the United States, Europe and the Middle East, and we believe there are future opportunities to supply fatty acids and tackifier resins for bitumen applications in the roofing and paving sub-markets. Our products include:

•  Rosin esters and insoluble maleics, which are used in thermoplastic pavement markings; and

•  Hot melt polyamides, which are utilized in pre-formed pavement graphics.

Consumer Products

We sell a diverse range of raw materials and ingredients for use in the formulation of consumer products used in the personal care home care, industrial cleaning and food ingredients sub-markets. Our products include:

•  Alpha pinene and beta pinene, which are used as building blocks in the manufacture of fragrances, camphor, perfumes, terpineol, terpene resin derivatives and insecticides and are used in the institutional and industrial markets as cleaners, solvents and disinfectants;

•  Sterols, which are pharmaceutical and food additives used to reduce cholesterol absorption, through our joint venture, Arboris, LLC;

•  Specialty polymeric gellants, which are used to impart structure, rheology, film forming and wear resistance to a variety of products formulated for the personal care and consumer products markets; and

•  Immobilized functional oils, which allow organic liquids to be solidified into temperature resistant, robust, three dimensional objects and are currently sold in the automotive air freshener market in the United States and Europe.

Renewable Energy

We supply tall oil pitch, a second generation, cellulosic biofuel that is used in municipal heating and industrial power generation, to the European biofuel market. Additionally, in 2009, we began selling TOFA, a co-product of the CTO refining process, to a third party for conversion into second generation, cellulosic biodiesel for use as a transportation fuel.

Chemical Intermediates

We produce a portfolio of pine-based chemical intermediates that are sold into markets as diverse as paints and coatings, lubricants, fuel additives, mining and oilfield, paper chemicals and polymer additives. These products include:

•  Tall oil rosin, or TOR, which is used in all major rosin applications for the manufacture of resins for adhesives, inks and roadmarking, emulsifiers for rubber size for paper and chewing gum;

•  Tall oil fatty acid, or TOFA, which, among its other uses, is used in alkyd paints, primarily for decorative coatings, helping to bring durability and gloss and is a key component in additives used to improve the lubricity of low-sulfur diesel fuel;

•  Distilled tall oil, or DTO, which is used as an emulsifier for metalworking fluids;

•  Dimer acids, which are used for the production of polyamides for epoxy coatings, flexographic inks, and high performance adhesive applications; and

•  Curing agents, which are used to cure (harden) epoxy resins, primarily those used in marine and protective coatings.

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Factors Affecting Our Industry and Business

Challenging Macroeconomic Environment

The results of our operations depend on the demand for our naturally-derived resins and other pine-based chemical products. Demand for our manufactured products has been significantly affected in late 2008 and 2009 by the global decline in general economic conditions. During the fourth quarter of 2008 and into the first half of 2009, we experienced the impact of the weakening global economy, which was a factor in the decline in our sales volumes of approximately 23% for the first half of 2009 compared to the first half of 2008. While the effects of the global economic slowdown on our business began to subside in the second half of 2009, demand remained at reduced levels. This was a significant factor in the 11% decline in our volumes during the second half of 2009 compared to the second half of 2008. As the global economy stabilizes and we actively seek future opportunities for sales growth, we expect growth in our sales volumes during 2010 compared to 2009.

Pricing

Throughout 2009, decreasing global demand led to downward pricing pressure within several of our end markets. We continually assess our pricing and, starting in July 2009, we announced the implementation of a series of price increases in Europe and North America which were broad-based across our adhesives and tires and rubber markets, as well as price increases in our chemical intermediates and inks markets within Europe in response to increased demand. In some cases, we decided to forgo lower priced business in order to strengthen our market position in higher priced specialized end markets, such as alpha pinene, which is used in aroma chemical applications. This is in line with our overall strategy to shift our focus away from lower margin products to higher priced specialized end markets and applications.

Raw Materials

Raw materials represented approximately 66% and 59% of our cost of goods sold for the three months ended March 31, 2010 and 2009, respectively, and 60%, 62% and 61% of our cost of goods sold for the years ended December 31, 2009, 2008 and 2007, respectively. Our most significant raw materials are CTO and CST which represented approximately 68% and 64% of our raw material purchases in the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. The prices we pay for CTO tend to be correlated with oil prices. However, the sales prices for competitive products derived from alternative chemistries, such as vegetable oils, biofuels and hydrocarbon resins, tend to also correlate with oil prices. Historically, we have been successful in passing on raw material cost increases to our customers.

We obtained approximately 20% and 27% of our global CTO and CST purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively, through our long-term supply agreements with International Paper. These agreements are terminable by either party on February 28, 2027 and each anniversary thereafter, subject to a five year notice provision. We believe that through these contractual arrangements and through our long-standing relationships with other suppliers, we can presently source adequate supplies of CTO and CST at competitive, market-based prices in volumes sufficient for our commercial needs.

For information regarding risks associated with our supply of CTO and CST, see “Risk Factors — Risks Related to Raw Materials”.

Additionally, CTO, CST and pitch, a by-product of the CTO refining process, possess inherent fuel properties and can be burned by mills for use in their operations. We maintain agreements with pulp and paper manufacturers in Europe that enable us to exchange our pitch by-products for their CTO. These agreements enable us to both maximize our CTO supply and sell our pitch by-products, while enabling our suppliers to ensure that they have adequate supplies of renewable fuels for their mills.

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Energy Costs

Our energy purchases represented approximately 9% of our cost of goods sold for the three months ended March 31, 2010 and 2009 and 8%, 9% and 9% of our cost of goods sold for the years ended December 31, 2009, 2008 and 2007, respectively. Natural gas is the primary fuel source utilized in our operations overall, accounting for nearly 45% of our total energy costs and approximately 65% in North America during 2009. The supply of natural gas is critical to our production, and supply disruptions and major price increases could adversely impact our operating results. We manage this risk, in part, by purchasing forward contracts for future delivery of natural gas that mature on a rolling basis over a twelve month period. Our European operations primarily rely on electricity and internally generated biofuels, primarily pitch, which accounted for 71% of our European energy costs in 2009.

Currency Fluctuations

We operate a geographically diverse business. In 2009, approximately 42% of net sales were to customers in the United States and Canada, 49% to customers in Europe, the Middle East and Africa, 5% to customers in Asia, and 4% to customers in Latin America. Although we sell and manufacture our products in many countries, our sales and production costs are mainly denominated in U.S. dollars, Euros, Swedish Kronor and British Pound Sterling. Our financial results are subject to gains and losses on transactions denominated in currencies other than the functional currency of the relevant operations. Any gains and losses are included in operating income. These transactional gains and losses were not material in the three months ended March 31, 2010 or the years ended December 31, 2009, 2008 and 2007. See “Summary Selected Historical Consolidated Financial and Other Data — Other Data”. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant domestic currency and then translated into U.S. dollars, our functional currency, for inclusion in our consolidated financial statements. Approximately half of our net sales and costs are denominated in U.S. dollars. We also have net sales and costs denominated in Euros, Swedish Kronor and British Pound Sterling. We currently do not enter into foreign currency option or futures contracts to reduce our exposure to fluctuations in exchange rates.

We are also exposed to foreign currency translation gains and losses, including the revaluation of the Euro-denominated debt under our First Lien Credit Agreement, which is recorded by one of our subsidiaries, Arizona Chemical AB, whose functional currency is the Swedish Kronor. In the three months ended March 31, 2010 and the year ended December 31, 2009, we recognized an unrealized gain of $4.8 million and $9.3 million, respectively, primarily associated with the revaluation of our Euro-denominated debt due to the strengthening of the Swedish Kronor against the Euro. In contrast, in 2008 and 2007, we recognized unrealized losses of $20.3 million and $1.9 million, respectively, in our statements of operation primarily due to a stronger Euro against the Swedish Kronor. Historically, we have not undertaken hedging strategies to minimize the effect of currency fluctuations as we receive proceeds from certain European segment sales in Euros, which provides sufficient Euro denominated cash flows to service our Euro-denominated debt.

Seasonality

Historically, our business has been subject to seasonal fluctuations of raw material inventory, due to the seasonal trends in availability of CTO and CST. CTO and CST are co-products of the kraft pulping process. Yields of CTO and CST are higher during the first half of the year due to the natural growth and associated chemical yield cycles of trees in addition to higher yields from kraft pulping during the cooler months. CTO and CST receipts rise during the first and second quarters, generally peaking during the early summer. In addition our business has seasonal fluctuations associated with customer demand. In preparation for stronger demand in our markets during the second and third quarters of the year, we build inventory of finished goods which generally peaks in the second quarter. Many factors drive the increase in demand in the second and third quarters, including the holiday printing season (affecting our customers in the inks market) and the seasonality of the roadmarking

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and construction industries, which see increased activity in warmer months. As a result, demand and consequently sales have been historically lower in our first and fourth quarters.

The following table presents the percentage of our net sales by quarter averaged over the three year period ended December 31, 2009.

	Net Sales
	% Total Average
	Sales
First Quarter		23.6	%
Second Quarter		26.4	%
Third Quarter		26.0	%
Fourth Quarter		24.0	%

Government Policies

Newly promulgated restrictions on the emission of greenhouse gases in the European Union and pending legislative and regulatory initiatives in the United States and elsewhere could affect the market for our products, our costs of production, the cost or availability of feedstocks and otherwise affect our operations. For example, demand for renewable sources of energy is increasing in line with government-mandated targets, often with associated incentives, to reduce greenhouse gas emissions and dependency on fossil fuels which, consequently, could increase demand and the cost to acquire our CTO and CST feedstocks. At the same time, applicable laws and regulations require our facilities to obtain and comply with a wide variety of environmental permits and authorizations for different aspects of their operations. Generally, these environmental laws and regulations are becoming increasingly stringent and the cost of compliance with these various requirements can be expected to increase over time. Many of the policies being enacted by governments are being designed to discourage the consumption of hydrocarbon products. As many of our products are substitutes for hydrocarbon-based products, we see potential opportunities to benefit from such changes.

Results of Operations

We operate in two segments, North America and Europe, each of which sells a similar portfolio of products. These segments are our primary areas of measurement and decision-making. The North America segment is comprised of all operations within the American and Asian continents. The European segment is comprised of all operations in the rest of the world. Net sales in each segment consist of sales of our products to customers in the following markets: adhesives, inks, roads and construction, tires and rubber, consumer products, renewable energy and chemical intermediates. Our chief executive officer evaluates our performance, in part, based upon each segment’s net sales and net income.

The following table presents certain information relating to our operating results for the three months ended March 31, 2010 and 2009, the years ended December 31, 2009 and December 31, 2008 and combined historical results of operations for the year ended December 31, 2007. The 2007 combined historical results were derived from the audited consolidated financial statements of Arizona Chemical Division a division of International Paper (predecessor) for the period January 1, 2007 through February 28, 2007 and Arizona Chem Sweden Holdings AB (successor) for the period from March 1, 2007 through December 31, 2007. Prior to the Acquisition, we operated as a division of International Paper. Accordingly, all operating, financing and investing activities were funded through inter-divisional accounts at International Paper and its other operating divisions and subsidiaries. The financial statements prior to February 28, 2007 were prepared from separate records maintained by International Paper and may not be indicative of the conditions that would have existed or the results of operations if we would have been operated as an unaffiliated company. During that period, certain expenses represent allocations of corporate office items applicable to International Paper as a whole.

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We believe that the allocations from International Paper represents all of our costs of doing business incurred on our behalf.

The historical operating results are being presented to assist comparison across the years. The successor periods for the three months ended March 31, 2010 and 2009, the years ended December 31, 2009 and December 31, 2008 and the period from March 1, 2007 through December 31, 2007 in the operating results include the effect of fair value adjustments and transaction costs resulting from the Acquisition. Due to the change in the basis of accounting resulting from the Acquisition, Arizona Chemical Division predecessor’s consolidated financial statements and Arizona Chem Sweden Holdings AB successor’s consolidated financial statements are not completely comparable. We believe that the scope and nature of our operating activities were unchanged by the Acquisition and the effects of purchase accounting and increased debt arising from the Acquisition are accurately quantified and disclosed throughout our discussion and analysis below.

The combined information for 2007 is a non-GAAP financial measure and should not be used in isolation or substitution of the results of operations of either Arizona Chemical Division predecessor or Arizona Chem Sweden Holdings AB successor. This data is being presented for informational purposes only and does not purport to represent or be indicative of the results that actually would have been obtained had the Acquisition occurred on January 1, 2007 or that may be obtained for any future period.

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
													(Non-GAAP)
	Three Months			Three Months												March 1, 2007			January 1, 2007
	Ended			Ended			Year Ended			Year Ended			Year Ended			through			through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands)
Net sales	$	198,051		$	177,934		$	767,465		$	1,001,988		$	855,867		$	723,797		$	132,070
Cost of goods sold		157,333			163,445			646,986			868,536			755,415			642,341			113,074
Gross profit		40,718			14,489			120,479			133,452			100,452			81,456			18,996
Gross margin		20.6	%		8.1	%		15.7	%		13.3	%		11.7	%		11.3	%		14.4	%
Selling, general and administrative		25,673			15,464			78,200			91,936			99,583			86,684			12,899
Unrealized foreign currency exchange
(gains) losses		(4,836	)		367			(9,347	)		20,304			—			—			—
Restructuring and impairment		2,047			1,035			26,395			15,513			114			114			—
Other operating income		—			(2,043	)		(5,537	)		—			—			—			—
Operating income (loss)		17,834			(334	)		30,768			5,699			755			(5,342	)		6,097
Interest (expense) income, net		(3,870	)		(4,560	)		(16,546	)		(29,523	)		(28,657	)		(28,775	)		118
Loss on interest rate swaps, net		(709	)		(600	)		(2,541	)		(9,311	)		(2,275	)		(2,275	)
Other income		623			2,151			3,635			1,879			—			—			—
Income (loss) before income tax expense (benefit)		13,878			(3,343	)		15,316			(31,256	)		(30,177	)		(36,392	)		6,215
Income tax expense (benefit)		3,885			(836	)		3,831			(4,277	)		(6,299	)		(8,913	)		2,614
Equity in earnings of affiliate		4			150			613			380			273			189			84
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)	$	(23,605	)	$	(27,290	)	$	3,685

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Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

	Successor						Successor
	Three Months						Three Months
	Ended						Ended
	March 31,			% of			March 31,			% of						%
	2010			sales			2009			sales			Change			Change
Net sales	$	198,051			100.0	%	$	177,934			100.0	%	$	20,117			11.3	%
Cost of goods sold		157,333			79.4			163,445			91.9			(6,112	)		(3.7	)
Gross profit		40,718			20.6			14,489			8.1			26,229			181.0
Selling, general and administrative		25,673			13.0			15,464			8.7			10,209			66.0
Unrealized foreign currency exchange (gains) losses		(4,836	)		(2.4	)		367			0.2			(5,203	)		(1,417.7	)
Restructuring and impairment		2,047			1.0			1,035			0.6			1,012			97.8
Other operating income		—			—			(2,043	)		(1.1	)		2,043			—
Operating income (loss)		17,834			9.0			(334	)		(0.2	)		18,168			5,439.5
Interest expense, net		(3,870	)		(2.0	)		(4,560	)		(2.6	)		690			15.1
Loss on interest rate swaps, net		(709	)		(0.4	)		(600	)		(0.3	)		(109	)		(18.2	)
Other income		623			0.3			2,151			1.2			(1,528	)		(71.0	)
Income (loss) before income tax expense (benefit)		13,878			7.0			(3,343	)		(1.9	)		17,221			515.1
Income tax expense (benefit)		3,885			2.0			(836	)		(0.5	)		4,721			564.7
Equity in earnings of affiliates		4			0.0			150			0.1			(146	)		(97.3	)
Net income (loss)	$	9,997			5.0	%	$	(2,357	)		(1.3	)%	$	12,354			524.1	%

Net Sales.  Net sales for the three months ended March 31, 2010 were $198.1 million, an increase of $20.1 million, or 11.3%, as compared to $177.9 million for the three months ended March 31, 2009. This increase was due to an increase in volume of $6.0 million, which was driven by an increase in demand across all of our end-markets for our products, with the exception of Inks. Pricing increases contributed $6.6 million to the increase in net sales, associated with price increases in our European segment across all markets. The effects of foreign currency fluctuations resulted in a favorable impact on net sales of $7.5 million in the three months ended March 31, 2010, which was primarily due to a strengthening of the Swedish Kronor and the Euro against the U.S. dollar. The components of the quarter-to-quarter change in net sales are as follows:

Price increase	3.7	%
Volume increase	3.4	%
Favorable impact of foreign currency	4.2	%
Total net sales increase	11.3	%

Net sales in each of our reportable segments consist of sales of our products to customers in the following markets: adhesives, inks, roads and construction, tires and rubber, consumer products and renewable energy and sales of our chemical intermediates. The following table presents net sales

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mix by market for our North American and European segments for the periods ended March 31, 2010 and March 31, 2009.

	North America							Europe
	Three Months		Three Months					Three Months		Three Months
	Ended		Ended					Ended		Ended
	March 31,		March 31,					March 31,		March 31,
Market	2010		2009		Change			2010		2009		Change
	(dollars in thousands)
Adhesives	$	30,305	$	26,348		15.0	%	$	26,132	$	20,959		24.7	%
Inks		10,599		13,638		(22.3	)%		6,716		9,162		(26.7	)%
Tires and Rubber		5,531		3,190		73.4	%		10,182		8,801		15.7	%
Roads and Construction		6,488		5,442		19.2	%		4,284		2,857		49.9	%
Consumer Products		3,587		3,618		(0.9	)%		4,087		1,940		110.7	%
Renewable Energy		583		632		(7.8	)%		21,123		17,006		24.2	%
Chemical Intermediates		39,240		32,687		20.0	%		29,194		31,654		(7.8	)%
Total net sales	$	96,333	$	85,555		12.6	%	$	101,718	$	92,379		10.1	%

North America.  Net sales for the three months ended March 31, 2010 were $96.3 million, an increase of $10.8 million, or 12.6%, as compared to $85.5 million for the three months ended March 31, 2009. Volume increases positively impacted net sales by $11.7 million, offset by unfavorable pricing pressure resulting in a decrease of $0.9 million.

Price decline	(1.1	)%
Volume increase	13.7
Total net sales increase	12.6	%

Several factors contributed to the change in net sales in North America, including:

•  Chemical intermediates net sales increased by $6.6 million driven by increased demand for dimer acids in Asian markets and higher volumes in TOFA sales.

•  Adhesives net sales increased $4.0 million primarily due to increased market demand for rosin esters.

•  Inks net sales decreased by $3.0 million driven by loss of share at a major North American customer and demand weakness in publication printing.

•  Tires and rubber net sales increased $2.3 million due primarily to an increase in orders from a major customer’s North American operations.

Europe.  Net sales for the three months ended March 31, 2010 were $101.7 million, an increase of $9.3 million, or 10.1%, as compared to $92.4 million for the three months ended March 31, 2009. The increase in net sales was driven by price increases of $7.5 million and a $7.5 million favorable impact of foreign exchange. The increase in pricing was offset by a decrease in volumes of $5.7 million due to lower demand for publication printing inks and decreased sales of chemical intermediates due to lower levels of TOFA supply during the three months ended March 31, 2010.

Price increase	8.1	%
Volume decline	(6.1	)
Favorable impact of foreign currency	8.1
Total net sales increase	10.1	%

Several factors contributed to the change in net sales in Europe, including:

•  Adhesives net sales increased $5.2 million due to increased market demand for rosin esters resulting from a decline in availability of gum rosin resins. As a result, we were able to increase both volume and price of our rosin esters.

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•  Renewable energy net sales increased $4.1 million primarily due to higher prices of our pitch by-product.

•  Price increases across all other markets were partially offset by lower demand for publication printing inks and lower levels of chemical intermediates supply during the three months ended March 31, 2010.

Cost of Goods Sold.  Cost of goods sold for the three months ended March 31, 2010 was $157.3 million, a decrease of $6.1 million, or 3.7%, as compared to $163.4 million for the three months ended March 31, 2009. Gross margins rose to 20.6% in the three months ended March 31, 2010 from 8.1% in the three months ended March 31, 2009.

The decrease of $6.1 million was due primarily to the following:

•  An increase in sales volumes of $2.1 million in the three months ended March 31, 2010 compared to the three months ended March 31, 2009.

•  Lower raw material costs of $14.5 million which were a result of lower CTO and BLS prices primarily due to energy based pricing on supply contracts which reset every quarter as well as lower pentaerythritol, sulfuric and TETA prices associated with lower commodity prices.

•  Depreciation and amortization expense included within cost of goods sold for the three months ended March 31, 2010 was $6.6 million, a decrease of $0.5 million compared to $7.1 million in the three months ended March 31, 2009 due primarily to manufacturing facility closures in 2009.

•  The effect of foreign currency fluctuations resulted in an unfavorable impact on cost of goods sold of $6.9 million for the three months ended March 31, 2010 primarily due to the strengthening of the Swedish Kronor and the Euro against the U.S. dollar.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the three months ended March 31, 2010 were $25.7 million, an increase of $10.2 million, or 66.0%, as compared to $15.5 million for the three months ended March 31, 2009. The increase between the periods was due in part to an increase of $3.2 million of personnel costs resulting from an investment in marketing and R&D, a reduction in personnel costs capitalized as part of our implementation of SAP, and a temporary increase in personnel in Europe relating to the realignment and transition of our European operations to a single business entity. In addition to the increased personnel costs, an additional $2.3 million of third party professional fees related to the implementation of SAP and the preparation of this registration statement for filing with the Securities and Exchange Commission in connection with our proposed initial offering, a decrease of $1.8 million in realized transaction related foreign currency exchange gains, and an unfavorable impact of $0.6 million due to the strengthening of the Euro against the U.S. dollar contributed to the increase in selling, general and administrative expenses for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Unrealized Foreign Currency Exchange (Gains) Losses.  Unrealized foreign currency exchange (gains) losses for the three months ended March 31, 2010 was a gain of $4.8 million, an increase of $5.2 million as compared to a $0.4 million loss for the three months ended March 31, 2009. The swing from a net loss to a net gain was primarily associated with the impact of exchange rate movements of the Swedish Kronor versus the Euro on our Euro-denominated debt under the First Lien Credit Agreement. The average exchange rate for the three months ended March 31, 2010 and the three months ended March 31, 2009 was 9.60 SEK/EUR and 12.18 SEK/EUR, respectively.

Restructuring and Impairment.  Restructuring and impairment charges for the three months ended March 31, 2010 were $2.0 million, an increase of $1.0 million, as compared to $1.0 million for the three months ended March 31, 2009. Restructuring charges for the three months ended March 31, 2010 were primarily related to employee severance expenses of $1.2 million for our Sandarne, Sweden manufacturing facility and $0.7 million for our Niort, France manufacturing facility as a result of the realignment of our business in Europe to a single business entity as of January 1, 2010. Restructuring and impairment charges for the three months ended March 31, 2009 were primarily

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related to the impairment of certain fixed assets at our Dover, Ohio facility. These restructuring and impairment activities have all been recorded as expenses in the consolidated statements of operations. This is further described in Note 7 of our unaudited condensed consolidated financial statements appearing at the end of this prospectus.

Other Operating Income.  No other operating income was earned during the three months ended March 31, 2010. Other operating income for the three months ended March 31, 2009 of $2.0 million was comprised of $1.4 million business interruption insurance proceeds related to a fire at our Oulu, Finland manufacturing facility and $0.7 million related to the gain on the sale of land at our Bedlington, U.K. manufacturing facility.

Interest Expense, Net.  Interest expense, net for the three months ended March 31, 2010 was $3.9 million, a decrease of $0.7 million, or 15.1%, as compared to $4.6 million for the three months ended March 31, 2009. The decrease was primarily due to lower average outstanding debt due to principal payments made in 2009.

Loss on Interest Rate Swaps and Interest Rate Caps, Net.  Our loss on interest rate swaps and interest rate caps was $0.7 million for the three months ended March 31, 2010, an increase of $0.1 million as compared to $0.6 million for the three months ended March 31, 2009. The increase in the loss was primarily attributable to a $0.7 million loss recognized in the three months ended March 31, 2010 on our interest rate caps due to a decline in interest rates partially offset by the expiration of two interest rate swap contracts with notional values of $165 million and €40 million at fixed rates of 4.825% and 3.998%, respectively.

Other Income.  Other income was $0.6 million for the three months ended March 31, 2010, a decrease of $1.5 million as compared to $2.1 million for the three months ended March 31, 2009. In the three months ended March 31, 2010, we received $0.7 million related to insurance proceeds to cover the loss of certain fixed assets due to a fire which took place in our Sandarne, Sweden manufacturing facility. The $2.1 million for the three months ended March 31, 2009 relates to the gain we recognized on our acquisition of Abieta Chemie GmbH.

Income Tax Expense (Benefit).  Income tax expense for the three months ended March 31, 2010 was $3.9 million, compared to an income tax benefit of $0.8 million for the three months ended March 31, 2009 driven by higher income. The effective tax rate was 28.0% for the three months ended March 31, 2010, as compared to 25.0% for the three months ended March 31, 2009. The change in the effective tax rate is attributable to a change in the mix of country pre-tax profits and losses.

Adjusted EBITDA.  Adjusted EBITDA for the three months ended March 31, 2010 was $27.4 million, an increase of $16.4 million as compared to $11.0 million for the three months ended March 31, 2009. This increase was primarily due to the following:

•  Increase in selling prices positively impacted Adjusted EBITDA by $6.6 million.

•  Sales volumes positively impacted Adjusted EBITDA by $3.9 million.

•  Lower raw material prices positively impacted Adjusted EBITDA by $14.5 million in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009, primarily due to an environment of lower commodity prices that reduced the cost of CTO and our other raw materials, and our ability to manage our primary raw material costs.

•  An increase in selling, general and administrative costs negatively impacted Adjusted EBITDA by $7.3 million after taking into account adjustments to Adjusted EBITDA.

•  Other items totaling $1.2 million also negatively impacted Adjusted EBITDA, which primarily related to the difference of $1.4 million in insurance proceeds related to a fire at our Oulu, Finland manufacturing facility and a gain of $0.7 million on the sale of capital assets realized as a result of the closure of our Bedlington, U.K. manufacturing facility in the three months

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ended March 31, 2009 and $0.7 million of insurance proceeds relating to a fire at our Sandarne, Sweden manufacturing facility recorded in the three months ended March 31, 2010.

•  The aggregate effect of foreign currency fluctuations did not have a significant impact on Adjusted EBITDA.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

	Successor						Successor
	Year Ended						Year Ended
	December 31,			% of			December 31,			% of						%
	2009			sales			2008			sales			Change			Change
	(dollars in thousands)
Net sales	$	767,465			100.0	%	$	1,001,988			100.0	%	$	(234,523	)		(23.4	)%
Cost of goods sold		646,986			84.3			868,536			86.7			(221,550	)		(25.5	)
Gross profit		120,479			15.7			133,452			13.3			(12,973	)		(9.7	)
Selling, general and administrative		78,200			10.2			91,936			9.2			(13,736	)		(14.9	)
Unrealized foreign currency exchange (gains) losses		(9,347	)		(1.2	)		20,304			2.0			(29,651	)		(146.0	)
Restructuring and impairment		26,395			3.4			15,513			1.5			10,882			70.1
Other operating income		(5,537	)		(0.7	)		—			—			(5,537	)		—
Operating gain (loss)		30,768			4.0			5,699			0.6			25,069			439.9
Interest expense, net		(16,546	)		(2.2	)		(29,523	)		(2.9	)		12,977			44.0
Loss on interest rate swaps, net		(2,541	)		(0.3	)		(9,311	)		(0.9	)		6,770			72.7
Other income		3,635			0.5			1,879			0.2			1,756			93.5
Income (loss) before income tax expense (benefit)		15,316			2.0			(31,256	)		(3.1	)		46,572			149.0
Income tax expense (benefit)		3,831			0.5			(4,277	)		(0.4	)		8,108			189.6
Equity in earnings of affiliate		613			0.1			380			0.0			233			61.3
Net income (loss)	$	12,098			1.6	%		(26,599	)		(2.7	)%	$	38,697			145.5	%

Net Sales.  Net sales for 2009 were $767.5 million, a decrease of $234.5 million or 23.4% as compared to $1,002.0 million for 2008. This decrease was due to a decline in volume of $198.8 million, which was driven by a decrease in demand as a result of the recent global economic downturn, which negatively impacted sales in most of our markets, except for consumer products. Despite the decline in volume, we were able to keep pricing relatively flat year-over-year in an environment of declining raw material prices, as we managed our sales mix. Average pricing remained relatively flat from 2009 to 2008. The effects of foreign currency fluctuations resulted in an unfavorable impact on net sales of $51.8 million in 2009, which was primarily due to the strengthening of the U.S. dollar against the Swedish Kronor. These decreases were partially offset by our acquisition of Abieta in 2009, which increased net sales within our tires and rubber market by $20.4 million.

The components of the year-over-year change in net sales are as follows:

Price decline	(0.4	)%
Volume decline	(19.8	)
Acquisition of Abieta	2.0
Unfavorable impact of foreign currency	(5.2	)
Total net sales decrease	(23.4	)%

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Net sales in each of our reportable segments consist of sales of our products to customers in the following markets: adhesives, inks, roads and construction, tires and rubber, consumer products and renewable energy and sales of our chemical intermediates. The following table presents net sales mix by market for our North American and European segments for the periods ended December 31, 2009 and December 31, 2008.

	North America							Europe
Market	2009		2008		Change			2009		2008		Change
	(dollars in thousands)
Adhesives	$	104,469	$	129,515		(19.3	)%	$	92,229	$	109,103		(15.5	)%
Inks		54,102		69,251		(21.9	)		31,941		51,777		(38.3	)
Tires and Rubber		15,724		16,049		(2.0	)		43,937		23,093		90.3
Roads and Construction		28,762		34,990		(17.8	)		14,911		18,847		(20.9	)
Consumer Products		26,836		18,651		43.9			13,316		12,426		7.2
Renewable Energy		2,815		8,577		(67.2	)		71,456		115,580		(38.2	)
Chemical Intermediates		146,394		215,212		(32.0	)		120,573		178,917		(32.6	)
Total net sales	$	379,102	$	492,245		(23.0	)%	$	388,363	$	509,743		(23.8	)%

North America.  Net sales of products sold by our North American segment for 2009 were $379.1 million, a decrease of $113.1 million, or 23.0%, as compared to $492.2 million for 2008. The downturn in the global economy resulted in decreased volume across many of the markets within our North American segment which negatively impacted net sales by $111.1 million while price declines negatively impacted net sales by $2.1 million.

Price decline	(0.4	)%
Volume decline	(22.6	)%
Impact of foreign currency exchange	0.0	%
Total net sales decrease	(23.0	)%

Several factors contributed to the change in net sales in North America, including:

•  Chemical intermediates net sales decreased by $68.8 million from 2008 driven by deteriorating global economic conditions and, in particular, lower demand in housing, automotive, coatings and oilfield applications.

•  Adhesives net sales decreased $25.0 million primarily due to lower demand in hot melt packaging, while inks net sales declined $15.1 million driven by demand weakness in publication printing.

•  Despite lower demand, we strategically focused on reducing the portion of our sales mix attributable to lower margin products. Consumer products net sales increased by $8.2 million primarily due to shifting our sales mix from certain lower priced adhesive products to higher priced consumer products.

•  Roads and construction net sales decreased by $6.2 million, primarily due to a decrease in sales of our rosin resin products as a result of aggressive competitor pricing, which we chose not to match, as we shifted our sales mix to higher priced markets.

•  Renewable energy net sales decreased by $5.8 million, primarily due to a decrease in throughput of CTO and a corresponding reduction in the supply of our pitch by-product.

Europe.  Net sales of products sold by our European segment for 2009 were $388.4 million, a decrease of $121.4 million or 23.8% as compared to $509.7 million in 2008. The downturn in the global economy resulted in lower volumes across many of the markets within our European segment. The decrease in net sales was driven by volume decreases of $87.7 million, partially offset by the addition of the Abieta acquisition which positively impacted net sales by $20.4 million. Notwithstanding lower demand,

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we strategically focused on reducing the portion of our sales mix attributable to lower margin products and as a result, we were able to maintain or increase pricing in some of our markets. Our pricing was also negatively impacted by lower global vegetable oil commodity prices and lower oil prices, which impacted pricing of substitutes for several of our products, including TOFA and pitch. Price declines negatively impacted net sales by $2.4 million while foreign currency fluctuations negatively impacted net sales by $51.8 million, primarily associated with the weakening of the Swedish Kronor versus the U.S. dollar.

Price decline	(0.4	)%
Volume decline	(17.2	)
Acquisition of Abieta	4.0
Unfavorable impact of foreign currency	(10.2	)
Total net sales decrease	(23.8	)%

Several factors contributed to the change in net sales in Europe, including:

•  Chemical intermediates net sales decreased by $58.3 million due to lower demand in coatings, metal workings and automotive. In addition, prices were negatively impacted by a pricing decline in competing global vegetable oil used in coatings, consistent with the declining pricing environment for oil and biofuels.

•  Renewable energy net sales decreased $44.1 million as volume declined primarily due to a decrease in availability of our pitch by-product for sale as a result of lower CTO throughput, and a reduction in oil prices which negatively impacted pricing.

•  Tires and rubber net sales increased by $20.8 million primarily due to our acquisition of Abieta.

•  Inks and adhesives net sales declined by $19.8 million and $16.9 million, respectively, driven by lower demand in printing ink and hot melt packaging applications, respectively.

•  Roads and construction net sales decreased by $3.9 million, primarily due to a decline in net sales of our roadmarking products. The roadmarking industry was less impacted by the global economic downturn than some of our other markets as a result of increased government spending, however, our year-over-year sales were lower due to shortened customer order lead times during the peak summer season accompanied by inventory shortages.

•  We strategically focused on reducing the portion of our sales mix attributable to lower margin products and as a result, our consumer products net sales increased by $0.9 million primarily due to shifting our sales mix to higher priced consumer products.

Cost of Goods Sold.  Cost of goods sold for 2009 was $647.0 million, a decrease of $221.6 million or 25.5% as compared to $868.5 million for 2008. Gross margins rose to 15.7% in 2009 from 13.3% in 2008.

The decrease of $221.6 million was due primarily to the following:

•  Declining sales volumes of $113.4 million.

•  Declining raw material prices of $40.6 million due primarily to lower CTO and pentaerythritol prices associated with lower oil and commodity prices.

•  Favorable energy prices of $11.1 million as compared to 2008 primarily a result of lower natural gas prices in North America of $10.4 million.

•  Restructuring initiatives at certain of our manufacturing facilities in the United States and Europe yielded cost savings of $17.6 million in 2009, partially offset by an increase in fixed costs of $5.0 million associated with the addition of the Gersthofen, Germany manufacturing facility from our Abieta acquisition. A focus on cost control and lower production rates as a result of the economic environment further reduced manufacturing fixed costs by $6.4 million.

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•  Depreciation and amortization included in cost of goods sold for 2009 was $31.3 million, an increase of $6.7 million as compared to $24.6 million for 2008. Depreciation and amortization in 2009 includes $1.8 million of depreciation for the newly acquired Gersthofen, Germany manufacturing facility.

•  The effect of foreign currency fluctuations resulted in a favorable impact on cost of goods sold of $44.1 million in 2009 primarily due to the strengthening of the U.S. dollar against the Swedish Kronor.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for 2009 were $78.2 million, a decrease of $13.7 million, or 14.9%, as compared to $91.9 million for 2008. The decrease was primarily due to lower transaction and transition costs of $14.8 million, primarily related to the Acquisition, as well as a $4.6 million reduction in salary expense, as salaries associated with our ERP implementation were capitalized, favorable foreign exchange impact of $2.9 million, primarily due to the weakening of the Swedish Kronor to the U.S. dollar. These decreases were partially offset by increased training and other ERP implementation costs of $2.3 million, increased incentive compensation benefits and personnel costs of $3.5 million, which were primarily due to performance above plan and other administrative cost increases of $2.8 million. Selling, general and administrative expenses as a percentage of net sales increased 1.0% to 10.2% in 2009, compared to 9.2% in 2008.

Unrealized Foreign Currency Exchange (Gains) Losses.  Unrealized foreign currency exchange losses (gains) for 2009 was a gain of $9.3 million, an increase of $29.7 million as compared to a $20.3 million loss for 2008. The swing from a net loss to a gain was primarily associated with the impact of exchange rate movements of the Swedish Kronor versus the Euro on our Euro-denominated debt under the First Lien Credit Agreement. The average exchange rate for 2009 and 2008 was 10.60 SEK/EUR and 9.58 SEK/EUR, respectively.

Restructuring and Impairment.  Restructuring and impairment charges for 2009 were $26.4 million, an increase of $10.9 million, or 70.1%, as compared to $15.5 million for 2008. Restructuring charges for 2009 were primarily related to the closure of our Port St. Joe, Florida manufacturing facility. During 2008, we closed our Bedlington, U.K. manufacturing facility, reduced capacity at our Chester-le-Street, U.K. manufacturing facility, restructured certain product lines at our Dover, Ohio manufacturing facility and restructured our operations at our Niort, France manufacturing facility. These restructuring activities have all been recorded as expenses in the consolidated statements of operations. We have paid for substantially all of these restructuring activities as of December 31, 2009 and expect to incur the remaining cash payments of $2.0 million in 2010. This is further described in Note 9 of our consolidated financial statements appearing at the end of this prospectus.

Other Operating Income.  Other operating income was $5.5 million in 2009, an increase of $5.5 million compared to 2008. Other operating income is primarily comprised of insurance proceeds of $4.9 million to reimburse us for lost sales and related costs incurred due to a fire at our Oulu, Finland manufacturing facility in 2008 and a $0.7 million gain on sale of land related to the closure of our Bedlington, U.K. manufacturing facility.

Interest Expense, Net.  Interest expense, net for 2009 was $16.5 million, a decrease of $13.0 million, or 44.0%, as compared to $29.5 million for 2008. The decrease was primarily due to lower interest rates in 2009 compared to 2008 on our floating rate debt, combined with lower average outstanding debt due to revolver reductions and principal payments in 2009. We expect our interest expense to decline further in 2010 due to the expiration of two swap contracts with notional values of $165 million and €40 million at fixed rates of 4.825% and 3.998%, respectively.

Loss on Interest Rate Swaps, Net.   Our loss on interest rate swaps was $2.5 million in 2009, a decrease of $6.8 million, or 72.7%, as compared to $9.3 million for 2008. The losses on the swap contracts resulted principally from declines in LIBOR.

Other Income.  Other income was $3.6 million in 2009, an increase of $1.8 million as compared to $1.9 million for 2008. In 2009, we recorded a gain of approximately $2.1 million on our

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acquisition of Abieta and a gain of $1.3 million on a settlement with International Paper. In 2008, other income included a gain of $1.9 million on the extinguishment of a portion of our debt. During 2008, Rhône Capital purchased $27.2 million face value of our outstanding second lien debt. In accordance with our credit agreements, Rhône Capital contributed 35% of the debt, or $9.5 million face value, to AZ Chem Investments Partner LP, which debt was then contributed to us and extinguished, resulting in a gain of $1.9 million that was recognized as other income in 2008.

Income Tax Expense (Benefit).  Income tax expense for 2009 was $3.8 million, an increase of $8.1 million compared to the income tax benefit of $4.3 million for 2008 driven by higher income. The effective tax rate was 25.0% for 2009, as compared to 13.7% for 2008. Our effective tax rate for 2009 was less than our statutory Swedish income tax rate of 26.3% primarily due to valuation allowances by our international subsidiaries for certain tax benefits that were considered not likely.

Adjusted EBITDA.  Adjusted EBITDA for 2009 was $93.9 million, an increase of $1.1 million, or 1.2%, as compared to $92.7 million for 2008. This increase was due to the following:

•  Declines in volume and lower selling prices in 2009 as compared to 2008 negatively impacted Adjusted EBITDA by $64.9 million and $4.4 million respectively.

•  Raw material prices declined $40.6 million in 2009 as compared to 2008, primarily due to an environment of lower oil prices and commodity prices that reduced the cost of CTO and our other raw materials, and our ability to manage our primary raw material costs.

•  Energy prices were $11.1 million lower in 2009 as compared to 2008 primarily due to declining natural gas prices.

•  Lower manufacturing fixed costs of $24.0 million were incurred during 2009 as compared to 2008 due to the partial year savings resulting from the closure of our Port St. Joe, Florida manufacturing facility in August 2009 and other cost saving initiatives within both of our reportable segments, partially offset by $5.0 million of increased costs associated with the addition of our Gersthofen, Germany facility from the Abieta acquisition.

•  Unfavorable foreign currency exchange of $4.8 million and higher selling, general and administration costs of $2.3 million after taking into account adjustments to Adjusted EBITDA.

•  Favorable impact from the receipt of $4.9 million of insurance proceeds to reimburse us for lost sales and costs incurred during 2008 as a result of a fire at our Oulu, Finland manufacturing facility and other favorable items of $1.9 million.

During 2009, unusual items in Adjusted EBITDA included the insurance proceeds from the fire at our Oulu, Finland facility of $4.9 million, the capitalization of salaries, net of additional expenses, for the implementation of SAP of $2.3 million and the gain on sale of land of $0.7 million related to the closure of our Bedlington, U.K. manufacturing facility.

Despite a 23.4% decrease in net sales, we increased our Adjusted EBITDA year-over-year in an economic environment of decreasing demand and volumes. We were able to increase our Adjusted EBITDA margin by proactively managing pricing in an environment that saw significant price pressures while decreasing our cost for raw materials and energy. We managed our cost structure through spending controls and restructuring activities that reduced production capacity and related costs in order to meet lower volume needs. Moreover, we were able to selectively shift products sold from lower margin to higher margin markets, which we expect to continue to do as we increasingly focus on our target markets.

Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

The following table presents combined historical results of operations for the year ended December 31, 2007, and was derived from the audited consolidated financial statements of our

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predecessor period January 1, 2007 through February 28, 2007 and our successor period from March 1, 2007 through December 31, 2007.

The historical operating results are being presented to assist comparison across the years. The successor period for 2007 and 2008 in the operating results includes the effect of fair value adjustments resulting from the Acquisition. Due to this change in the basis of accounting, our predecessor consolidated financial statements and our successor consolidated financial statements are not necessarily comparable.

	Successor						Combined
							(Non-GAAP)
	Year Ended						Year Ended
	December 31,			% of			December 31,			% of
	2008			Sales			2007			Sales			Change			% Change
	(dollars in thousands)
Net sales	$	1,001,988			100.0	%	$	855,867			100.0	%	$	146,121			17.1	%
Cost of goods sold		868,536			86.7			755,415			88.3			113,121			15.0
Gross profit		133,452			13.3			100,452			11.7			33,000			32.9
Selling, general and administrative		91,936			9.2			99,583			11.6			(7,647	)		(7.7	)
Unrealized foreign currency transaction and exchange losses — net		20,304			2.0			—			—			20,304			—
Restructuring and impairment		15,513			1.5			114			0.0			15,399			—
Operating gain (loss)		5,699			0.6			755			0.1			4,944			654.8
Interest expense, net		(29,523	)		(2.9	)		(28,657	)		(3.3	)		(866	)		(3.0	)
Loss on interest rate swaps, net		(9,311	)		(0.9	)		(2,275	)		(0.3	)		(7,036	)		(309.3	)
Other income		1,879			0.2			—			—			1,879			—
Loss before income tax benefit		(31,256	)		(3.1	)		(30,177	)		(3.5	)		(1,079	)		(3.6	)
Income tax benefit		(4,277	)		(0.4	)		(6,299	)		(0.7	)		2,022			32.1
Equity earnings of affiliate		380			0.0			273			0.0			107			39.2
Net loss	$	(26,599	)		(2.7	)%	$	(23,605	)		(2.8	)%	$	(2,994	)		(12.7	)%

Net Sales.  Net sales for 2008 were $1,002.0 million, an increase of $146.1 million, or 17.1%, as compared to $855.9 million for 2007. The increase in net sales was driven by pricing increases of $86.6 million and volume increases of $38.8 million. We were able to increase prices and capitalize on increased global demand within many of our markets as we began to focus more on value-added benefits of our products to our customers. The effects of foreign currency fluctuations provided a favorable impact to net sales of $20.7 million in 2008 as compared to 2007. The favorable impact was primarily due to the strengthening of the Euro and the Swedish Kronor against the U.S. dollar.

The components of the year-over-year change in net sales are as follows:

Price increase	10.1	%
Volume increase	4.6
Favorable impact of foreign currency	2.4
Total net sales increase	17.1	%

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The following table presents consolidated net sales mix by market for the periods ended December 31, 2008 and December 31, 2007 for our two reportable segments, North America and Europe.

	North America							Europe
			Combined							Combined
			Non-GAAP							Non-GAAP
Market	2008		2007		Change			2008		2007		Change
	(dollars in thousands)
Adhesives	$	129,515	$	130,412		(0.7	)%	$	109,103	$	102,681		6.3	%
Inks		69,251		64,734		7.0			51,777		64,341		(19.5	)
Tires and Rubber		16,049		13,534		18.6			23,093		23,935		(3.5	)
Roads and Construction		34,990		20,029		74.7			18,847		12,905		46.0
Consumer Products		18,651		18,879		(1.2	)		12,426		12,080		2.9
Renewable Energy		8,577		8,408		2.0			115,580		62,511		84.9
Chemical Intermediates		215,212		176,730		21.8			178,917		144,688		23.7
Total net sales	$	492,245	$	432,726		13.8	%	$	509,743	$	423,141		20.5	%

North America.  Net sales generated by our North American segment for 2008 were $492.2 million, an increase of $59.5 million, or 13.8%, as compared to $432.7 million for 2007. The increase in net sales was driven by pricing increases of $33.6 million primarily due to our management of sales mix and our ability to pass through raw material price increases to our customers, and an increase in volume of $26.0 million.

Price increase	7.8	%
Volume increase	6.0
Impact of foreign currency exchange	0.0
Total net sales increase	13.8	%

Several factors contributed to the growth in net sales in North America, including:

•  Chemical intermediates net sales increased by $38.5 million driven by increased volumes and prices due to increased demand in the PVC stabilizers, oilfield, coatings and metalworking applications.

•  Roads and construction net sales increased by $15.0 million, primarily due to increased sales of roadmarking resins.

•  Inks net sales increased by $4.5 million, primarily due to volume increases in publication printing ink applications, without a reduction in our pricing.

•  Tires and rubber net sales increased $2.5 million due to an introduction of new resins into the tire market. In addition, net sales of upgraded rosins increased due to increased demand for rubber emulsification applications.

Europe.  Net sales for 2008 of $509.7 million increased by $86.6 million, or 20.5%, as compared to $423.1 million for 2007. The increase in net sales was primarily driven by pricing increases of $53.1 million across most of our markets, a favorable foreign exchange impact of $20.7 million and a favorable volume increase of $12.8 million. Within our European segment, the rise in oil prices and increased demand for competing products favorably impacted sales prices. The impact was higher in our European segment compared to North America as the majority of our global pitch is sold into the Scandinavian energy market.

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Price increase	12.5	%
Volume increase	3.1
Favorable impact of foreign currency	4.9
Total net sales increase	20.5	%

Several factors contributed to the growth in net sales in Europe, including:

•  Renewable energy net sales increased by $53.1 million due to an increase in volume, price and a favorable impact of foreign exchange. The volume increase in net sales is attributable to a reduction of inventory levels during 2008, from 2007 highs, in advance of increased prices in the first quarter of 2008.

•  Chemical intermediates net sales increased by $34.2 million, primarily due to an increase in TOFA prices driven by the increase in demand and pricing for competing vegetable oils in the renewable energy and coatings market. TOFA volumes declined as a result of a fire that caused a shutdown in 2008 of our Oulu, Finland manufacturing facility. Curing agent and dimer acid prices increased due to higher demand in coatings applications, while DTO prices increased due to stronger demand in the automotive industry combined with improved strategic product positioning.

•  Inks net sales decreased by $12.6 million, primarily due to decreases in sales volumes of phenolics for printing inks due to competitive pricing, which we choose not to meet in order to focus on higher margin products in other markets. In 2008 we also exited the solid resinate product line.

•  Adhesives net sales increased by $6.4 million, primarily due to increased sales for hot melt packaging. We reduced our prices to defend our market share against foreign competition and imports, due to an unusually strong Euro compared to other foreign currencies.

•  Roads and construction net sales increased by $5.9 million, primarily due to increased volumes for roadmarking, which was partially offset by a decline in prices to increase volumes and to respond to opportunistic imports from foreign competitors associated with a stronger Euro.

Cost of Goods Sold.  Cost of goods sold for 2008 was $868.5 million, an increase of $113.1 million, or 15.0%, as compared to $755.4 million for 2007. Gross margins rose to 13.3% in 2008 from 11.7% in 2007.

The increase of $113.1 million was due primarily to the following:

•  Increased sales volume of $33.2 million.

•  Higher prices for raw materials accounted for $38.8 million of the increase. Raw material price increases for both CTO and our secondary raw materials including pentaerythritol and sulfuric acid were driven by the impact of higher oil and natural gas prices, increased demand and capacity constraints.

•  Energy prices increased by $13.3 million from 2007 to 2008, due to increasing natural gas prices and fuel oil prices.

•  Depreciation and amortization expense included within cost of goods sold for 2008 was $24.6 million, a decrease of $0.6 million, or 2.4%, as compared to $25.2 million in 2007.

•  Manufacturing fixed costs increased $14.4 million in 2008 as compared to 2007 due to increased tank car and storage costs to support increased volumes, as well as higher maintenance and operating costs, partially offset by $6.2 million of savings primarily from restructuring initiatives in Europe.

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•  During 2008 we incurred $2.3 million of increased raw material, delivery and other operating expenses associated with a fire at our Oulu, Finland manufacturing facility.

•  The effect of foreign currency fluctuations provided an unfavorable impact to cost of goods sold of $17.9 million in 2008 as compared to 2007. This decrease was primarily due to the strengthening of the Euro and Swedish Kronor against the U.S. dollar.

We were successful in passing on raw material and energy price increases to product prices, which is consistent with the pricing increases referred to above in net sales.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for 2008 were $91.9 million, a decrease of $7.6 million, or 7.7%, as compared to $99.6 million for 2007. The decrease was primarily due to lower transaction and transition costs of $11.2 million compared to 2007 related primarily to the Acquisition. Partially offsetting those declines were higher incentive compensation expense, consulting expenses, bad debt reserve and other administrative expenses. Foreign currency exchange resulted in an unfavorable impact of $2.1 million primarily due to the strengthening of the Swedish Kronor to the U.S. dollar. Selling, general and administrative expenses as a percentage of net sales declined 2.4% to 9.2% in 2008, compared to 11.6% in 2007.

Unrealized Foreign Currency Exchange Losses (Gains).  Costs associated with unrealized foreign currency exchange losses (gains) for 2008 were $20.3 million. The increase in the unrealized loss was primarily due to the translation of our Euro-denominated debt into Swedish Kronor, as the Swedish Kronor weakened against the Euro during the period. There were no significant unrealized transaction gains or losses in 2007.

Restructuring and Impairment.  Restructuring and impairment charges for 2008 were $15.5 million, compared to $0.1 million in 2007. The restructuring charges were primarily composed of personnel costs related to three restructuring activities that occurred in 2008; including the cost reduction initiatives at the Niort, France manufacturing facility, the shutdown of the terpene resin production at our Pensacola, Florida manufacturing facility, and the restructuring of our dimer business and relocation of our polyamide production from our Bedlington, U.K. manufacturing facility to Dover, Ohio. These items are further described in Note 9 of our consolidated financial statements appearing at the end of this prospectus.

Interest Expense, Net.  Interest expense, net for 2008 was $29.5 million, an increase of $0.9 million, or 3.0%, as compared to $28.7 million for 2007. The year over year change is a result of several factors, including an increase in debt issuance expenses, two additional months of expense in 2008 since the debt under our credit agreements was incurred at the end of February 2007 in connection with the Acquisition, and a higher revolver balance in 2008 due to working capital increases associated with higher raw materials cost and higher demand for our products. These amounts were offset by a reduction in the outstanding balance of the term loans under our First Lien and Second Lien Credit Agreements by approximately $30.1 million from December 31, 2007, due to excess cash flow payments of $14.0 million, Rhône Capital’s acquisition of $27.2 million and subsequent extinguishment of $9.5 million of our second lien debt and foreign exchange impact.

Loss on Interest Rate Swaps, Net.  Loss on interest rate swaps, net for 2008 was $9.3 million, an increase of $7.0 million, as compared to a loss of $2.3 million for 2007. We had three interest rate swap agreements that were put in place to hedge the interest rate risk associated with the $375 million credit facilities bearing variable interest rates. The increase is primarily due to a $5.2 million non-cash mark-to-market loss in 2008 on these interest rate swaps due to declines in LIBOR.

Other Income.  Other income for 2008 was $1.9 million as compared to $0 for 2007. During 2008, Rhône Capital purchased $27.2 million face value of our outstanding second lien debt. In accordance with our amended credit agreement, 35% of the debt, or $9.5 million face value was contributed to us and extinguished, resulting in a gain of $1.9 million that was recognized as other income in 2008.

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Income Tax Expense (Benefit).  Income tax benefit for 2008 was $4.3 million, a decrease of $2.0 million, or 32.1%, as compared to $6.3 million for 2007. The income tax benefit was primarily related to a pre-tax loss of $36.4 million incurred from the period of March 1, 2007 through December 31, 2007. The effective tax rate was 13.7% for 2008, as compared to 20.9% for 2007 for the net tax benefit for the full 12-month period. Our effective tax rate for 2008 was less than our statutory Swedish income tax rate of 28.0% primarily due to valuation allowances by our international subsidiaries that could not recognize a tax benefit for certain tax benefits that were considered unlikely.

Adjusted EBITDA.  Adjusted EBITDA for 2008 was $92.7 million, an increase of $25.8 million, or 38.6%, compared to $66.9 million for 2007. This increase was due to the following:

•  Increases in selling prices from 2007 to 2008 increased Adjusted EBITDA by $86.6 million. Sales volumes positively impacted Adjusted EBITDA by $5.6 million.

•  Higher raw material prices negatively impacted Adjusted EBITDA by $38.8 million as compared to 2007 due to higher CTO and secondary raw material prices.

•  Energy prices increased by $13.3 million from 2007 to 2008 as a result of increasing natural gas and fuel oil prices.

•  Manufacturing fixed costs increased $8.2 million compared to 2007. The increase was primarily due to higher costs for materials used in the manufacturing process, additional tank car and storage spending, and maintenance costs of $14.4 million, partially offset by $6.2 million of costs savings from restructuring initiatives.

•  Increased costs associated with a fire at our Oulu, Finland manufacturing facility of $2.3 million and higher selling, general and administrative costs of $5.9 million after taking into account adjustments to Adjusted EBITDA.

•  Favorable foreign exchange impact of $0.6 million.

The fire at our Oulu, Finland facility was the most significant unusual item during 2008, negatively impacting Adjusted EBITDA by $6.3 million including $2.3 million of additional expenses and $4.0 million of lost sales margin.

Adjusted EBITDA margin for 2008 was 9.3% as compared to 7.8% for 2007. The increase of 1.5% from 2007 to 2008 was primarily due to an increase in sales prices, which was partially offset by higher raw materials and energy prices, and other costs.

Non-GAAP Financial Measures

Adjusted EBITDA and EBITDA

Adjusted EBITDA represents net income before interest, taxes, depreciation, and amortization and then it is adjusted for various items as defined in our credit agreements. Under the terms of our credit agreements, we use Adjusted EBITDA to calculate our maximum leverage ratio and our minimum interest coverage ratio covenants. The maximum leverage ratio, which is calculated as of the last day of each fiscal quarter, is the ratio of (i) consolidated total debt to (ii) consolidated Adjusted EBITDA for the twelve month period then ended. The minimum interest coverage ratio, which is calculated as of the last day of each fiscal quarter, is the ratio of (i) consolidated Adjusted EBITDA for the twelve month period then ended to (ii) consolidated interest expense for the same twelve month period. For more information about our covenants and our compliance with these covenants under our credit agreements, see “Source of Liquidity”, “Description of Our Indebtedness — First Lien Credit Agreement — Certain Covenants and Events of Default” and “Description of Our Indebtedness — Second Lien Credit Agreement”.

We present Adjusted EBITDA because it is used for reporting and covenant calculation purposes pursuant to our credit agreements, and by management to evaluate operating performance, and we consider it an important supplemental measure of our performance. We also believe it is frequently

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used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our compensation plan bases incentive compensation payments in part on our Adjusted EBITDA performance.

EBITDA represents net income before interest, taxes, depreciation and amortization. We present EBITDA because it is used by management to evaluate operating performance, and we consider it an important supplemental measure of our performance. We also believe it is used by other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA and EBITDA have limitations as analytical tools, and you should not consider these in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•  Adjusted EBITDA and EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•  Adjusted EBITDA and EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•  Adjusted EBITDA and EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

•  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and EBITDA do not reflect any cash requirements for such replacements; and

•  Other companies in our industry may calculate Adjusted EBITDA and EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these and other limitations, Adjusted EBITDA and EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and EBITDA only as supplemental information. See the Consolidated Statements of Cash Flows included in our financial statements included elsewhere in this prospectus.

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A reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA is presented below:

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
	Three Months			Three Months									(Non-GAAP)			March 1, 2007			January 1, 2007
	Ended			Ended			Year Ended			Year Ended			Year Ended			through			through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007(4)
	(dollars in thousands)
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,599	)	$	(23,605	)	$	(27,290	)	$	3,685
Interest (income) expense, net		3,870			4,560			16,546			29,523			28,657			28,775			(118	)
Income tax expense (benefit)		3,885			(836	)		3,831			(4,277	)		(6,299	)		(8,913	)		2,614
Depreciation and amortization		9,043			9,437			40,615			34,210			33,235			28,813			4,422
EBITDA		26,795			10,804			73,090			32,857			31,988			21,385			10,603
Unrealized foreign currency exchange (gains) losses		(4,836	)		367			(9,347	)		20,304			—			—			—
Restructuring and impairment		2,047			1,035			26,395			15,513			114			114			—
Loss on interest rate swaps		709			600			2,541			9,311			2,275			2,275			—
Equity in earnings of affiliate		(4	)		(150	)		(613	)		(380	)		(273	)		(189	)		(84	)
Transaction costs(1)		—			—			—			1,316			10,271			10,271			—
Management fees(2)		495			351			1,538			1,990			1,295			1,295			—
Transition costs(3)		—			—			—			2,984			6,667			6,575			92
Gain on Abieta acquisition		—			(2,151	)		(2,151	)		—			—			—			—
Gain on settlement with International Paper		—			—			(1,316	)		—			—			—			—
Selling, general and administrative severance		—			—			—			3,121			2,235			2,235			—
Third-party advisor fees		—			—			—			1,573			—			—			—
Consulting services		2,135			—			—			3,794			7,616			7,616			—
Gain on debt extinguishment		—			—			—			(1,901	)		—			—			—
Other items		37			187			3,722			2,241			4,710			3,297			1,413
Adjusted EBITDA	$	27,378		$	11,043		$	93,859		$	92,723		$	66,898		$	54,874		$	12,024

(1)	Transaction costs were related to the Acquisition. These costs included legal, tax, IT, professional fees, and Rhône Capital transaction fees.
(2)	Management fees are paid to Rhône Group L.L.C., an affiliate of Rhône Capital for certain monitoring and other management services and assistance, including reimbursement of its out-of-pocket expenses.
(3)	Transition costs included fees paid to International Paper in connection with the Acquisition under the transition services agreement, IT consulting fees, costs for infrastructure build-out and the cost of a carve-out audit, among other items.

(4) Adjusted EBITDA presented in the predecessor period was calculated on the same basis as Adjusted EBITDA presented in the successor periods pursuant to our credit agreements.

Free Cash Flow

Free cash flow is defined by us as net cash provided by (used in) operating activities, less purchases of property, plant and equipment, software spending, proceeds from disposals of property, plant and equipment, and other items, all as disclosed in our consolidated statements of cash flows or the consolidated statements of operations.

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We have included data with respect to free cash flow because our management considers free cash flow to be a useful, supplemental indicator of our liquidity. When measured over time, free cash flow provides supplemental information to investors concerning our operating results and our ability to generate cash flows to satisfy mandatory debt service requirements and make other non-discretionary expenditures.

Our management believes that consideration of free cash flow should be supplemental, however, free cash flow has limitations as an analytical financial measure, including:

•  Free cash flow is subject to variability on a quarterly basis as a result of the timing of payments made or received related to accounts receivable, accounts payable and other current operating assets and liabilities.

•  Free cash flow may be calculated in a different manner by other companies in our industry, which limits its usefulness as a comparative measure.

Our management compensates for these limitations by relying primarily on our results under GAAP to evaluate our operating results and by considering independently the economic effects of the foregoing items that are not reflected in free cash flow. As a result of these limitations, free cash flow should not be considered a substitute for other measures of liquidity reported in accordance with GAAP, including net cash provided by (used in) operating activities, net cash provided by (used in) investing activities, net cash provided by (used in) financing activities or change in cash and cash equivalents.

The following table sets forth a reconciliation of net cash provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure:

	Successor			Successor			Successor			Successor			Combined			Successor			Predecessor
	Three Months			Three Months									(Non-GAAP)			March 1,			January 1,
	Ended			Ended			Year Ended			Year Ended			Year Ended			2007 through			2007 through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands)
Net cash provided by (used in) by operating activities	$	2,507		$	11,100		$	117,325		$	20,841		$	32,934		$	45,022		$	(12,088	)
Less:
Purchases of property, plant and equipment		(4,866	)		(6,677	)		(22,993	)		(34,719	)		(22,846	)		(18,248	)		(4,598	)
Software spending		(3,761	)		(3,268	)		(13,404	)		(142	)		(1,642	)		(1,642	)		—
Proceeds from disposals of property, plant and equipment		—			690			875			212			—			—			—
Other		696			—			—			356			—			—			—
Free cash flow	$	(5,424	)	$	1,845		$	81,803		$	(13,452	)	$	8,446		$	25,132		$	(16,686	)
Net cash used in investing activities		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(501,929	)		(497,331	)		(4,598	)
Net cash provided by (used in) financing activities		2,202			(1,220	)		(63,771	)		12,768			498,843			488,547			10,296

Free cash flow for the three months ended March 31, 2010 was a deficit of $5.4 million, a decrease of $7.3 million as compared to $1.8 million for the three months ended March 31, 2009. Operating cash flow decreased $8.6 million due to an increase in working capital at the end of our first quarter relating to the timing of sales earned during the quarter, partially offset by improved profitability.

Free cash flow for 2009 was $81.8 million, an increase of $95.3 million as compared to a deficit of $13.5 million for 2008. Operating cash flow increased $96.5 million due to improved profitability and reductions in working capital of $48.5 million. Capital spending declined $11.7 million as we deferred certain non-critical maintenance projects to 2010 to preserve cash, while software spending related to the global implementation of our ERP system increased $13.3 million.

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During 2009, we instituted a working capital management program focused on improving our working capital as we managed the impact on our operations of the global economic slowdown. This program resulted in an 18% decrease in accounts receivable and a 34% decrease in inventory, which ultimately resulted in a decrease in working capital of $48.5 million. We instituted long-term working capital improvements to reduce our investment in working capital measured as a percentage of sales. We are targeting for working capital as a percent of sales to continue to decline supported by ongoing cost saving initiatives and the global implementation of our ERP system.

Free cash flow for 2008 was a deficit of $13.5 million, a decrease of $21.9 million as compared to free cash flows of $8.4 million for the same period in the prior year. The decrease was primarily due to a decrease in operating cash flows of $12.1 million due to an increase in working capital of $7.2 million. Capital spending increased $11.9 million primarily due to capital expenditures at our Savannah, Georgia facility associated with our relocation of capacity from our Valdosta, Georgia facility.

Liquidity and Capital Resources

Summary

At March 31, 2010, we had $43.1 million of cash and cash equivalents. We ended 2009 with $47.0 million of cash and cash equivalents, compared to $34.0 million at the end of 2008. The increase in cash and cash equivalents was primarily due to lowering our working capital by $48.6 million and increasing net income by $56.2 million with depreciation, amortization and impairment excluded. This increase in cash enabled us to invest $36.4 million in property, plant and equipment and our new ERP system. We also repaid a portion of our long-term debt and repaid the amounts outstanding on the revolving credit facility under out First Lien Credit Agreement net of proceeds of $58.2 million, which will reduce future interest expense.

Our debt outstanding at March 31, 2010 under our credit agreements was $327.4 million. As a result of the global economic slowdown and market conditions, the cost and availability of new credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce and, in some cases, cease to provide funding to borrowers. Continued difficulties in the markets may adversely affect our liquidity and financial condition, the liquidity and financial condition of our customers, our ability to replace maturing liabilities in a timely fashion, and otherwise constrain access to the capital markets to meet our liquidity needs, thus resulting in adverse effects on our financial condition and results of operations. This credit contraction has not impacted our access to borrowings.

Working capital, the excess of current assets over current liabilities excluding cash and cash equivalents and the current portion of long-term debt, was $92.8 million at March 31, 2010. Working capital was $79.0 million at the end of 2009, down from $127.6 million at the end of 2008. Working capital as a percentage of sales was 10.3%, 12.7% and 14.1% for 2009, 2008 and 2007, respectively.

Our principal sources of liquidity are cash flow from operations and borrowings under our credit agreements. Going forward, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to fund liquidity needs in an amount sufficient to enable us to service our indebtedness or other obligations.

Our principal uses of cash are debt service payments as described below, capital expenditures, and working capital requirements.

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Cash Flow

The following table summarizes our cash provided by (used in) from operating, investing and financing activities for the years ended December 31, 2009, 2008 and 2007:

																Successor			Predecessor
	Successor			Successor			Successor			Successor			Combined			March 1,			January 1,
	Three Months			Three Months									(Non-GAAP)			2007			2007
	Ended			Ended			Year Ended			Year Ended			Year Ended			through			through
	March 31,			March 31,			December 31,			December 31,			December 31,			December 31,			February 28,
	2010			2009			2009			2008			2007			2007			2007
	(dollars in thousands)
Operating	$	2,507		$	11,100		$	117,325		$	20,841		$	32,934		$	45,022		$	(12,088	)
Investing		(7,931	)		(18,027	)		(44,294	)		(34,293	)		(501,929	)		(497,331	)		(4,598	)
Financing		2,202			(1,220	)		(63,771	)		12,768			498,843			488,547			10,296
Effect of foreign exchange		(744	)		(4,278	)		3,715			(3,354	)		1,783			1,848			(65	)
Increase (decrease) in cash and cash equivalents	$	(3,966	)	$	(12,425	)	$	12,975		$	(4,038	)	$	31,631		$	38,086		$	(6,455	)

Operating Activities

Operating cash flows in the three months ended March 31, 2010 were $2.5 million, a decrease of $8.6 million as compared to $11.2 million in the three months ended March 31, 2009. This change in operating cash flows was primarily driven by the following factors:

•  Net income increased $12.4 million for reasons previously described.

•  Non-cash items affecting net income increased $1.7 million compared to the three months ended March 31, 2009.

•  Changes in working capital reduced cash provided by operating activities by $15.7 million in the three months ended March 31, 2010, which is $22.7 million lower than the three months ended March 31, 2009. This reduction of operating cash flows from working capital was primarily driven by the following:

•  Accounts receivable increased $29.4 million, primarily related to the timing of sales which occurred near the quarter end.

•  The increase in accounts receivable was partially offset by an increase in accounts payable of $20.3 million as a result of an increase in purchases to support the increase in sales.

Operating cash flows in 2009 were $117.3 million, an increase of $96.5 million as compared to $20.8 million in 2008. This change in operating cash flows was primarily driven by the following factors:

•  Net income increased $38.7 million for reasons previously described.

•  Non-cash items affecting net income declined $16.3 million compared to 2008.

•  During 2009, we instituted a working capital management program focused on improving our working capital as we managed the impact on our operations of the global economic slowdown.

•  Working capital contributed $58.3 million to operating cash flows in 2009, $74.0 million higher than 2008. This contribution of operating cash flows from working capital was primarily driven by the following:

•  Accounts receivable declined $25.9 million, of which $10.5 million was due to a five day decline in days sales outstanding and the remainder due to lower sales.

•  Inventory declined $57.4 million of which $31.2 million was associated with reductions in inventory on hand as the result of our on-going working capital improvement initiatives and in response to lower demand. In addition, $26.1 million of the decline was associated with lower raw material prices.

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•  The declines in accounts receivable and inventories were partially offset by a decrease in accounts payable of $16.8 million as a result of a decline in purchases and lower purchase prices.

Operating cash flows for 2008 were $20.8 million, a decrease of $12.1 million as compared to $32.9 million for 2007. This change in operating cash flows was primarily driven by the following factors:

•  Net income declined $3.0 million for reasons previously described.

•  Non-cash items affecting net income increased $45.1 million compared to 2007.

•  Working capital consumed $15.7 million of operating cash in 2008, a decrease of $54.2 million compared to 2007. The working capital consumption of operating cash flows related to the following:

•  Accounts receivable increased $9.6 million associated with higher sales and a six day increase in days sales outstanding.

•  Inventory increased $6.2 million due primarily to volume, while accounts payable declined $3.9 million.

Investing Activities

Net cash used in investing activities totaled $8.6 million for the three months ended March 31, 2010, compared to $18.0 million for the three months ended March 31, 2009. The decrease of $9.4 million primarily relates to the acquisition of Abieta in the three months ended March 31, 2009, which impacted cash used in investing activities by $8.8 million net of cash acquired and assumed debt of $6.0 million, which excludes factored receivables of approximately $1.9 million.

Net cash used in investing activities totaled $44.3 million for 2009 compared to $34.3 million for 2008. The increase of $10.0 million was driven by lower capital maintenance spending, mostly offset by spending on the implementation costs of our ERP system in the amount of $13.4 million. In addition, during 2009 we completed the acquisition of Abieta for $8.8 million net of cash acquired and assumed debt of $6.0 million, which excludes factored receivables of approximately $1.9 million.

Net cash used in investing activities totaled $34.3 million for 2008 compared to $501.9 million for 2007, which included $477.4 million cost of the Acquisition. Capital spending for 2008 was $34.7 million or $11.9 million higher than 2007 primarily due to $8.7 million of spending on expanded capacity at our Savannah, Georgia manufacturing facility, which was associated with the realignment of our Valdosta, Georgia manufacturing facility.

Financing Activities

Net cash provided by financing activities was $2.2 million in the three months ended March 31, 2010, compared to $1.2 million used in the three months ended March 31, 2009. This increase is primarily the result of the settlement of management MIV loans through the assignment to AZ Chem Investments Partners LP of $3.0 million.

Net cash used by financing activities was $63.8 million in 2009 as compared to $12.8 million in 2008. This increase is primarily the result of the use of cash to reduce our long-term debt balance during 2009, including a $20.1 million reduction in the term loan under our First Lien Credit Agreement and a $29.3 million reduction in the revolving credit facility under our First Lien Credit Agreement. During 2009 we also assumed debt of $6.0 million in our acquisition of Abieta, which we were able to reduce to $0.7 million by December 31, 2009.

Net cash provided by financing activities in 2008 was $12.8 million compared to $498.8 million in 2007 which included $130.0 million issuance of common stock, $375.0 million of proceeds from issuance of long-term debt gross of $14.3 million of debt issuance costs associated with the Acquisition by Rhône Capital. During 2008, we drew on the revolving credit facility under our First Lien

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Credit Agreement to fund working capital needs, in particular to increase our cash reserves in response to the global credit crisis in the fourth quarter. During 2008, we permanently reduced our outstanding debt balance under our First Lien Credit Agreement by $16.5 million, including a payment of 50% of the excess cash flow from the prior year as required by our First Lien Credit Agreement, compared to $1.9 million in 2007 of scheduled debt payments.

Source of Liquidity

We anticipate that operating cash flow, together with available borrowings under the revolving credit facility under our First Lien Credit Agreement, will be sufficient to meet our working capital requirements, fund strategic growth initiatives and capital expenditures, and service our debt obligations for at least the next 12 months. We have available to us $60 million under the revolving credit facility under our First Lien Credit Agreement, on which we had no borrowings at March 31, 2010. Under the terms of our credit agreements we are subject to certain financial covenants, including maintenance of a minimum interest coverage ratio, a maximum leverage ratio and a maximum consolidated capital expenditure amount. We use consolidated Adjusted EBITDA to calculate these ratios. We are required to maintain a fiscal quarter end interest coverage ratio and a fiscal quarter end leverage ratio as illustrated in the table below. The maximum consolidated capital expenditure amount, as defined in the First Lien Credit Agreement, permitted for 2010 is $32 million and $35 million in 2011 and thereafter; our credit agreements allow a 50% carryover of any unspent amounts at year-end to be applied to the following year’s maximum consolidated capital expenditure. As of March 31, 2010, our interest coverage ratio was 4.51 and our leverage ratio was 2.78, which were in compliance with the applicable financial ratios and the other covenants contained in our credit agreements. The ratio limits for future periods are as follows:

	Interest
	Coverage		Leverage
Term	Ratio(1)		Ratio(2)
March 31, 2010 — March 30, 2011		2.25		4.50
March 31, 2011 and thereafter		2.50		4.00

(1)	Our interest coverage ratio must exceed the amounts illustrated above for the periods shown.
(2)	Our leverage ratio must not exceed the amounts illustrated above for the periods shown.

The maintenance of these financial ratios is based on our level of profitability relative to our level of indebtedness. If the global economic environment worsens or other factors arise which negatively impact our profitability, we may not be able to satisfy our covenants. If we are unable to satisfy these covenants in the future, we would need to seek an amendment or waiver of these financial covenants. The respective lenders under our credit agreements may not consent to any amendment or waiver requests that we may make in the future, and, if they do consent, they may not do so on terms which are favorable to us. In the event that we were unable to obtain any such waiver or amendment and we were not able to refinance or repay our debt instruments, our inability to meet the financial covenants or other provisions of our credit agreements would constitute an event of default, which would permit the lenders to accelerate the amounts due under our credit agreements.

From time to time, we evaluate options with respect to our overall debt structure, including the possibility of refinancing our existing credit agreements at least one year in advance of their respective maturities. The principal amounts of our term loans under our First Lien Credit Agreement amortize in quarterly installments of 1/4 of 1% of the outstanding principal amount and the remaining outstanding principal amount matures on February 28, 2013. The term loans under our Second Lien Credit Agreement mature on February 28, 2014. We may also selectively pursue acquisitions of, and joint ventures with, related businesses as one element of our growth strategy. There can be no assurance that we will decide to pursue acquisitions or joint ventures or whether we will be successful in completing any such transaction. These transactions may require us to assume or incur additional

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debt financing, resulting in additional leverage. We plan on financing capital expenditures through cash flows from operations.

For more information about our outstanding indebtedness and our available borrowings under our credit agreements see “Description of Our Indebtedness”.

Capital Expenditures

Our capital expenditure program is a key component of our long-term strategy. This program includes, among other things, maintenance, performance improvement and cost reduction initiatives and environmental, health and safety spending, but excludes our investment in our new ERP system.

We have historically split investment between maintenance and expansion-type capital expenditure activities. Maintenance includes planned and unplanned maintenance and environmental, health and safety spending and expansion includes cost reduction, performance improvement and capacity enhancement spending. In accordance with our accounting policy, expenditures for major repairs and improvements are capitalized because they extend the useful lives of the assets, whereas normal repairs and maintenance are expensed as incurred.

The following table presents maintenance and expansion expenditures incurred.

	Successor		Successor		Combined		Successor		Predecessor
							March 1,		January 1,
					(Non-GAAP)		2007		2007
	Year Ended		Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		December 31,		February 28,
	2009		2008		2007		2007		2007
	(dollars in thousands)
Major maintenance	$	10,671	$	21,469	$	21,333	$	17,065	$	4,268
Expansion		12,322		13,250		1,513		1,183		330
Total capital expenditures	$	22,993	$	34,719	$	22,846	$	18,248	$	4,598

During 2009, we closely managed our capital spending in response to the weak economic environment. Despite this environment, we continued to invest in the capacity expansion at our Savannah, Georgia manufacturing facility and spent $10.5 million and $8.7 million in 2009 and 2008, respectively. This capacity expansion was part of our realignment initiative, and the partial closure of our Valdosta, Georgia manufacturing facility. We expect our capitalized maintenance expenditures to increase in 2010 from reduced levels in 2009, to approximately $20 million, then decline thereafter to a more normalized annualized trend line of approximately $15 million, consistent with fewer manufacturing facility sites than we have had in recent years. We estimate our 2010 expansion capital to be approximately $2 million. During the three months ended March 31, 2010, we incurred $3.9 million and $0.5 million of major maintenance and expansion expenditures, respectively.

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Contractual Obligations and Commercial Commitments

Our principal outstanding contractual obligations relate to the debt under our credit agreements and related interest expense, and operating leases on certain facilities. The following table sets forth our long-term contractual cash obligations as of December 31, 2009:

	Years ending December 31,
	Total(1)		2010		2011			2012			2013		2014		Thereafter
	(dollars in thousands)
First Lien Credit Agreement	$	218,543	$	3,360	$	2,460		$	2,460		$	210,263	$	—	$	—
Second Lien Credit Agreement		115,498		—		—			—			—		115,498		—
Other loans(2)		717		575		142			—			—		—		—
Interest expense(3)		58,875		15,356		16,419			15,095			9,950		2,055		—
Payments on interest rate swaps(4)		2,840		2,983		(73	)		(70	)		—		—		—
Operating leases(5)		33,562		9,842		8,708			4,046			3,743		3,691		3,532
Capital lease(6)		4,095		299		324			341			360		379		2,392
Post retirement benefits(7)		4,117		4,117		—			—			—		—		—
Natural gas forward contracts(8)		4,378		4,378		—			—			—		—		—
Total contractual obligations	$	442,625	$	40,910	$	27,980		$	21,872		$	224,316	$	121,623	$	5,924

(1)	The $60 million revolving credit facility under our First Lien Credit Agreement was not included in the table above as there was no outstanding balance at December 31, 2009.
(2)	Other loans primarily relate to the fixed rate debt assumed in our acquisition of Abieta in 2009.
(3)	The LIBOR and Euribor rates assumed for future interest payments on our floating rate debt resulted in average interest rates including the spread between 4.70% and 4.20%, respectively, for all future periods presented. Amounts presented are representative of estimated cash payments and do not include amortization of debt issuance costs or other accruals.
(4)	Payments on interest rate swaps are based on mark-to-market calculations at year-end, based on the expected rates over the term of the swap agreements.
(5)	Operating leases include various operating leases and other rent payments.
(6)	Capital leases primarily relate to our office building lease for our Almere, The Netherlands location that includes executive, administrative and research and development functions.
(7)	Liabilities for post retirement benefits relate to our foreign and domestic defined benefit and retirement pension plans for the following plan year. As of December 31, 2009, our recorded liability for the U.S. and Non-U.S. pension, early retirement and jubilee plans was $15.5 million. The table above includes contributions we expect to make to the plans in 2010. Contributions for years beyond 2010 were excluded from the table above since we cannot reasonably make estimates of the timing of future payments.
(8)	Amounts due in 2010 are based on fixed volume and average fixed price of natural gas forward contracts outstanding at December 31, 2009.

Major Maintenance and Expansion. At December 31, 2009, we had open purchase orders totaling $2.6 million for major maintenance and expansion expenditures. We intend to fulfill these commitments with cash generated from our operations. The commitments primarily relate to the

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upgrade of fire safety equipment for the Panama City, Florida manufacturing facility and the replacement of process equipment at the Dover, Ohio and Savannah, Georgia manufacturing facilities.

Uncertainty in Income Taxes.  As of December 31, 2009, net unrecognized tax benefits totalled $0.4 million, which are excluded from the table above since we cannot make reasonably reliable estimates of the timing of future payments.

Raw Materials.  We have long-term supply contracts with International Paper pursuant to which they agreed to sell to us, and we agreed to purchase from them, all of the CTO and CST produced at their existing U.S. paper mills. We also have the option to purchase all of the CTO and CST produced at International Paper’s future paper mills worldwide. International Paper is not required to produce any minimum quantities of CTO or CST, and the amount of CTO and CST that we are required to purchase under these agreements varies depending upon the amount of CTO and CST actually produced by International Paper, which is dependent on demand for its products. However, subject to the agreement of International Paper, we may purchase less than 100% of the output of each mill, provided that in the event that we purchase 75% or less of the output from a particular mill for four consecutive quarters, we will lose the right to purchase the CTO or CST produced by that mill. The contracts provide for the purchase price for CTO to fluctuate, as it is determined by reference to energy prices, while the purchase price for CST is fixed, subject to adjustment every three years based on changes in market price. We purchased approximately $49.8 million, $59.0 million and $52.0 million of CTO and CST from International Paper for the years ended December 31, 2009 and 2008 and the ten months ended December 31, 2007, respectively.

We receive monthly wood processing data from International Paper’s mills and compute the expected quantity of CTO and CST that International Paper will provide. We issue purchase orders and record inventory based upon the weight of CTO and CST measured by the paper mills. Actual quantities shipped approximate quantities received and weighed by our manufacturing facilities.

These contracts provided us with approximately 20% and 27% of our global CTO and CST purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. CTO and CST accounted for approximately 68% and 64% of our raw material purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. These contracts are terminable by either party on February 28, 2027 and each anniversary thereafter, subject to a five year notice requirement.

To ensure adequate supplies of CTO and CST, we also maintain long-standing relationships with other major suppliers in the United States and Europe that enable us to manage our CTO and CST needs.

We believe we are well positioned to acquire the CTO and CST required for our operations.

Pension Plans.  We sponsor various pension plans worldwide that are underfunded and require significant cash payments. For example, in 2009, we contributed $4.5 million to our pension plans and, in 2008, we contributed $2.7 million to our pension plans. We are expected to contribute at least $4.1 million to our pension plans in 2010. We may also opt to make additional voluntary contributions to various pension plans worldwide in 2010. Additionally, if the performance of the assets in our pension plans does not meet our expectations, or if other actuarial assumptions are modified, our contributions for those years could be even higher than we expect. For example, the combined asset value of funded pension plans worldwide was $47.6 million as of December 31, 2009. We expect to earn a 5.9% investment return on our pension assets. In the event actual investment returns are 1% lower than expected for one year, we expect our long-term cash requirements to increase by $0.5 million. As of December 31, 2009, our worldwide pension plans were underfunded by $14.8 million (based on the actuarial assumptions consistent with GAAP).

Other Contingencies

We had no material operating expenditures for environmental fines, penalties, or government imposed remedial or corrective actions during the years ended December 31, 2009, 2008 or 2007.

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We are party to various lawsuits, claims and contingent liabilities arising from the conduct of our business; however, these matters are not expected to have a material adverse effect on our consolidated results of operations, cash flows or financial position.

Off-Balance Sheet Arrangements

We use natural gas in our production processes and, as a result, we are exposed to commodity price risk. To offset the impact of price changes, we enter into forward purchase contracts that require our contract counterparties to deliver natural gas to us at the contract maturity dates. As a result of the requirements of counterparties to physically deliver the gas to us at the settlement date, these contracts do not qualify as derivatives for financial reporting purposes.

These contracts help us to partially fix the price of natural gas that we use in production which offsets adverse changes in natural gas price movements. The remaining terms of our contracts range from one month to approximately twelve months.

We are exposed to the risk that our forward purchase contract counterparties will not deliver the contractual amounts of natural gas due under these arrangements. We monitor this credit risk, in part, by tracking the credit standings of contract counterparties and we reduce the risk of counterparty credit risk by using multiple contract parties.

We make monthly accruals based on estimated volumes of gas consumed during the month and a blended average rate that takes into account the contract price and current market prices for volumes that are not fixed as the gas is consumed. Total purchases of natural gas, including amounts purchased under fixed-price forward contracts, for the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008 were $5.1 million, $23.1 million and $32.3 million, respectively, and our expenses were $5.7 million, $24.0 million and $36.5 million, respectively.

Natural gas supplies are volatile and, historically, the amount of exploration, drilling and production changes whenever significant price changes occur. As a result of the recent global economic decline, worldwide natural gas usage has declined. Moreover, during 2009 additional supplies have been discovered and better production techniques, such as shale extraction, principally occurring in the United States, have improved yields and led to further supply increases. As a result, natural gas prices during 2009 declined approximately 22%.

The availability of natural gas is critical to our production capacity and any supply disruptions would adversely impact our ability to produce our products and meet our customers’ needs. In the event of a supply disruption or severe price increase of natural gas, we may substitute liquid petroleum, or internally produced renewable energy to satisfy a portion of our needs.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to certain market risks as part of our ongoing business operations. Primary exposures include changes in interest rates, as borrowings under our credit agreements will bear interest at floating rates based on LIBOR, Euribor or the base rate, plus an applicable borrowing margin. For floating-rate debt, interest rate changes generally impact our earnings and cash flows, assuming other factors are held constant.

At March 31, 2010, we had $0.5 million principal amount of fixed-rate debt and $327.4 million of floating-rate debt outstanding. An interest rate increase of one percentage point would cause an increase to cash interest expense relating to our floating rate debt under our credit agreements of approximately $3.3 million per year.

We use interest rate swaps to manage the risks associated with variable-rate instruments. As of December 31, 2008, the Company had three interest rate swap agreements outstanding. One of these agreements matured in February 2009. The remaining two agreements matured on February 28,

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2010. The Company entered into a new interest rate swap agreement that became effective on February 26, 2010 and will mature on February 28, 2012, which represented approximately 22% of our floating rate term loan borrowings as of March 31, 2010. In addition, we have an interest rate cap and an interest rate swap that became effective February 26, 2010 with an aggregate notional amount of $254.5 million. Details of our interest rate swaps and caps are as follows:

•  An interest rate swap with a total notional amount of $165.0 million that fixes the interest rate for a corresponding amount of term loan borrowings under our credit agreements at 4.825%, which expired on February 26, 2010.

•  An interest rate swap with a total notional amount of €40.0 million that fixes the interest rate for a corresponding amount of term loan borrowings under our First Lien Credit Agreement at 3.998%, which expired on February 26, 2010.

•  An interest rate cap with a total notional amount of $175.0 million that became effective February 26, 2010 and that caps the interest rate for a corresponding amount of term loan borrowings under our credit agreements at 3.0%, expiring on February 28, 2012.

•  An interest rate swap with a total notional amount of €53.0 million that became effective February 26, 2010 that fixes the interest rate for a corresponding amount of term loan borrowings under our First Lien Credit Agreement at 2.125%, expiring on February 28, 2012.

Since these contracts have not been designated by our management as accounting hedges for financial reporting purposes, we report the swap contracts as derivatives in our balance sheet at their fair values and any changes in fair value are reported in our earnings. We use dealer quotations that are based on active markets to measure fair values.

Foreign Currency Risk

We conduct operations in many countries around the world. Our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the reporting currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant domestic currency and then translated into U.S. dollars, our reporting currency, for inclusion in our consolidated financial statements. In recent years, exchange rates between these currencies and U.S. dollars have fluctuated significantly and may do so in the future. Approximately half of our net sales and costs are denominated in U.S. dollars. We also have net sales and costs denominated in Euros, Swedish Kronor and British Pound Sterling.

Our Euro-denominated debt under our First Lien Credit Agreement is not hedged for accounting purposes. Changes in the foreign exchange rate would impact the Swedish Kronor carrying value of this unhedged long-term debt, as well as our interest expense and earnings per share on a full-year bases, as follows:

		EUR change in carrying				EUR change in Annual
Change in		value of Long-term Debt				Interest Expense
EUR vs SEK		EUR		USD(1)		EUR		USD(1)
€	0.5	€	3.3	$	4.6	€	0.1	$	0.2
	1.0		6.9		9.6		0.3		0.4
	1.5		10.9		15.2		0.4		0.6
	2.0		15.4		21.5		0.6		0.9

(1)  The rate used to calculate the U.S. dollar impact of the changes was $1.4/€, which is the forecasted exchange rate used in our 2010 budget.

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Credit Risk

Our customers are diversified by industry and geography with approximately 1,000 customers in approximately 80 countries worldwide and our receivables are not concentrated with any customer. The recent global economic downturn may affect our overall credit risk. Where exposed to credit risk, we analyze the counterparties’ financial condition prior to entering into an agreement or establishing credit limits and we monitor the appropriateness of those limits on an ongoing basis. We also obtain cash, letters of credit or other acceptable forms of security from customers to provide credit support, where appropriate, based on our financial analysis of the customer and the contractual terms and conditions applicable to each transaction.

Commodity Price Risk

Our results of operations are directly affected by the cost of our raw materials, particularly CTO and CST. Raw materials accounted for approximately 60% of our costs of goods sold in 2009, and, accordingly, our gross profit and margins could be adversely affected by changes in the cost of these raw materials if we are unable to pass the increases on to our customers.

Energy purchases constituted approximately 9% of our cost of goods sold for the three months ended March 31, 2010 and 2009 and 8% of our cost of goods sold for the year ended December 31, 2009. Increases in energy costs, unless passed on to our customers, would adversely affect our results of operations. In addition, rising energy costs may increase our raw material costs. If energy prices increase significantly, our business or results of operations may be adversely affected. In addition, rising energy costs negatively impact our customers and the demand for our products. These risks will be heightened if our customers or production facilities are in locations experiencing severe energy shortages.

As discussed above under “Off-Balance Sheet Arrangements”, we use forward purchase contracts to reduce commodity price risk on natural gas purchases. At the end of 2009, an unfavorable 10% change in commodity futures prices would have resulted in an unrealized net loss of $0.4 million.

Critical Accounting Policies

The application of accounting policies and estimates is an important process that continues to evolve as our operations change and accounting guidance is issued. We base our estimates and judgments on historical experience and on other assumptions that we believe are reasonable at the time of application. Actual results may differ from these estimates and judgments. The estimates and judgments may change over time and as more information becomes available. If actual results differ from these estimates and judgments, adjustments are made in subsequent periods to take into consideration the new information. On an ongoing basis, we evaluate our estimates.

We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Impairment of Long-Lived Assets

We evaluate long-lived assets, such as property, plant and equipment and intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. Factors considered important that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or planned operating results, significant changes in the manner of use of the assets, or significant changes in our business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset, plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value based on quoted market prices or other valuation techniques. Key assumptions in

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determining the future cash flows include the useful life, technology, competitive pressures and raw material pricing.

Trade names, which are intangible assets determined to have indefinite lives and goodwill related to our equity interest in Arboris, LLC, are reviewed for impairment annually or more frequently, if events or changes in circumstances indicate that the intangible asset might be impaired. Fair values for trade names and goodwill are determined based on discounted cash flows.

The determination of both undiscounted and discounted cash flows requires us to make significant estimates and consider the expected course of action at the date of determination. Subsequent changes in estimated undiscounted and discounted cash flows arising from changes in anticipated actions could impact the determination of whether an impairment exists, the amount of the impairment charge recorded and whether the effects could materially impact our consolidated financial statements.

Income Taxes

We conduct operations in Finland, France, Germany, Hong Kong, Luxembourg, Mexico, The Netherlands, Russia, Singapore, Sweden, the United Kingdom and the United States. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions.

We account for income taxes using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities on a legal entity basis using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.

Net operating losses and credit carryforwards are recorded in the event such benefits are expected to be realized. Deferred taxes result from differences between the financial and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Deferred taxes are not provided for temporary differences representing earnings of the non-Swedish entities that are intended to be permanently reinvested.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible as well as the reversal of certain deferred tax liabilities. Management also considers projected future taxable income, tax planning strategies, and other factors in making this assessment and establishing an appropriate valuation allowance. Based upon these factors, management believes it is more likely than not that we will realize the benefits of these deductible differences, net of the existing valuation allowances. The amount of the deferred tax assets considered realizable, however, could be reduced if expected taxable income or other factors change in future years.

As of December 31, 2009 and 2008, we had worldwide net operating loss carryforwards of $160.5 million and $149.7 million, respectively, of which $41.4 million and $36.8 million expire in varying amounts between 2017 and 2029, while the remaining $119.1 million and $112.9 million have indefinite lives based on the laws of the jurisdictions in which they were generated. We have provided valuation allowances against certain Net Operating Loss (NOL) carryforwards due to the uncertainty of their realization.

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We provide liabilities for uncertain tax positions for federal, state, local and international exposures relating to periods subject to audit. The development of liabilities for uncertain tax positions for these exposures requires judgments about tax issues, potential outcomes and timing and is a subjective critical estimate. We assess our tax positions and record tax benefits based upon management’s evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

Pension, Early Retirement and Long-term Service Awards

We sponsor noncontributory defined benefit pension plans. We also sponsor an Early Retirement plan and Long-term Service Award plan. The actuarial determination of the projected benefit obligations and related benefit expense requires that certain assumptions be made regarding such variables as expected return on plan assets, discount rates, rates of future compensation increases, estimated future employee turnover rates and retirement dates, distribution election rates, mortality rates, retiree utilization rates for health care services and health care cost trend rates. The selection of assumptions requires considerable judgment concerning future events and has a significant impact on the amount of the obligations recorded in the consolidated balance sheets and on the amount of expense included in the consolidated statements of operations.

Capital market declines experienced during the last half of 2008 have adversely impacted the market value of investment assets used to fund our defined benefit pension plans. Future changes in plan asset returns, assumed discount rates and various other factors related to our pension and post-retirement plans will impact future pension expense and liabilities.

In selecting the discount rates, we used as our general benchmark the single discount rate equivalent to discounting the expected cash flows from each plan using the yields at each duration whenever possible or an index with duration adjustment to match the plan’s liability duration where full yield curve data is not readily available. For the U.S., the discount rate was derived based on external pension discount yield curves. For the non-U.S. plans the discount rate was derived based on the corporate bond indices and government bonds adjusted for the Company’s risk premium and the plan liability duration.

Stock-Based Awards

As part of the Acquisition, AZ Chem Investments LLC, the general partner of AZ Chem Investments Partners LP, our parent, formed AZ Chem MIV I Ltd, which we refer to as MIV I, and AZ Chem MIV II LP, which we refer to as MIV II. We refer to MIV I and MIV II together as the “MIVs”. The MIVs were created as vehicles to enable certain members of our management and board of directors to participate in the ownership of AZ Chem Investments Partners LP through equity purchases and grants of awards under our management incentive plan. Since inception, AZ Chem Investments LLC granted partnership equity interests in the MIVs to certain participants. These grants vest over five years, and the resulting compensation expense is recorded by us based on the fair value of the Company at the time of each grant. The compensation cost of grant awards made under our management incentive plan is charged to selling, general and administrative expense over the applicable periods.

Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance to eliminate the exception to consolidate a qualifying special-purpose entity, change the approach to determining the primary beneficiary of a variable interest entity and require companies to more frequently re-assess whether they must consolidate variable interest entities. Under the new guidance, the primary beneficiary of a variable

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interest entity is identified qualitatively as the enterprise that has both (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. This standard is effective for financial statements, for interim or annual reporting periods, beginning after January 1, 2010. We do not expect this guidance to have a material impact on our consolidated financial statements.

In May 2009, the FASB issued new guidance related to the disclosure of subsequent events. This standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance is effective for fiscal years and interim periods ended after June 15, 2009. The additional disclosures have been included in the notes to our consolidated financial statements.

In April 2009, the FASB issued authoritative guidance to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably determined. If the fair value of such assets or liabilities cannot be reasonably determined, then they would generally be recognized in accordance with certain other pre-existing accounting standards. This guidance also amends the subsequent accounting for assets and liabilities arising from contingencies in a business combination and certain other disclosure requirements. This guidance was effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date was on or after the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2008, the FASB issued authoritative guidance regarding the accounting for defensive intangible assets. Defensive intangible assets are assets acquired in a business combination that the acquirer (a) does not intend to use or (b) intends to use in a way other than the assets’ highest and best use as determined by an evaluation of market participant assumptions. While defensive intangible assets are not being actively used, they are likely contributing to an increase in the value of other assets owned by the acquiring entity. This guidance will require defensive intangible assets to be accounted for as separate units of accounting at the time of acquisition and the useful life of such assets would be based on the period over which the assets will directly or indirectly affect the entity’s cash flows. This guidance would be effective for intangible assets acquired in a business combination for which the acquisition date was on or after the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2008, the FASB issued authoritative guidance to address questions about equity-method accounting. The primary issues include how the initial carrying value of an equity method investment should be determined, how to account for any subsequent purchases and sales of additional ownership interests and whether the investor must separately assess its underlying share of the investee’s indefinite-lived intangible assets for impairment. This guidance was effective for the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

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INDUSTRY

Pine Chemicals Industry Overview

The pine chemicals industry refines and upgrades raw materials that are naturally derived from pine trees into specialty chemicals used in an extensive range of applications and products across diverse industrial and consumer markets. Pine chemicals are derived primarily by either refining co-products of the kraft wood pulping process used in paper manufacturing (representing approximately 60% of overall industry supply by volume) or by manually tapping individual pine trees (representing approximately 40% of overall industry supply by volume). According to ADL, the global supply for pine chemicals from all feedstocks in 2009 was approximately 2.5 million metric tonnes, with sales of approximately $3 billion.

Pine trees are used as the primary raw material for kraft pulp because of the long fiber nature of the wood, which provides the strength and durability required for the paper and packaging applications in which kraft pulp is used. Due to the high quality supply of pine trees that are found in abundance in the Southeastern United States, Scandinavia and Russia, pulp and paper manufacturers have typically centered their kraft pulp manufacturing operations in these regions. Kraft pulp production in both the United States and Scandinavia is mature with growth at rates at or below GDP, but we expect the availability of CTO and CST to grow with increased kraft pulp manufacturing in Russia and, to some extent, South America.

The kraft pulping process yields as co-products two pine chemical feedstocks: crude tall oil, or CTO, and crude sulfate turpentine, or CST. The term “tall oil” is derived from the Swedish word “tallolja”, which means “pine oil”.

Products obtained by manually tapping individual pine trees are referred to as “gum” products and include gum rosin and gum turpentine. While the characteristics of CTO, CST and gum-based products vary, gum rosin is generally interchangeable for tall oil rosin, a product derived from CTO, as are gum turpentine fractions for CST fractions.

The process of manually tapping individual pine trees is labor intensive, and as such, the majority of global production of gum rosin and gum turpentine originates from emerging economies such as China and, to a lesser extent, Indonesia and Brazil. As per capita income in these economies increases over time, we believe that prices for gum rosin and gum turpentine may increase and global supply may decrease as tapping becomes less economically viable and as internal demand for such products displaces export supply. This has already occurred in other former, major gum-producing countries, such as the United States, Portugal and Spain.

CTO is refined into its primary constituent fractions: tall oil rosin, or TOR, tall oil fatty acid, or TOFA, distilled tall oil, or DTO, and tall oil pitch, or pitch. In some cases, these products are sold directly to third parties, but in many cases they are chemically upgraded via reaction with other materials into higher priced, value added specialty chemicals. The degree to which the products are processed depends on the capability of the manufacturer and market conditions.

According to ADL, the main refiners of CTO are Arizona Chemical, with annual capacity of 650,000 metric tonnes at locations in the United States and Europe, MeadWestvaco Corporation, with annual capacity of 250,000 metric tonnes at locations in the United States, Georgia-Pacific LLC with annual capacity of 120,000 metric tonnes at locations in the United States, Forchem Oy, with annual capacity of 175,000 metric tonnes at one location in Europe and Les Dérivés Résiniques et Terpéniques with annual capacity of 70,000 metric tonnes in Europe.

CST can be distilled directly into terpene monomers. The main products resulting from the refining of CST are alpha pinene, beta pinene and delta 3 carene, which are used as feedstocks in the adhesives, flavor and fragrance, polymer processing, solvents and cleaners and chewing gum resin markets.

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According to ADL, global supply of CST amounted to approximately 140,000 metric tonnes in 2009, more than 90% of which was refined and approximately 5% of which was burned in pulp mills. The main refiners of CST are Arizona Chemical, Lyondell-Basell Millennium Division, International Flavors and Fragrances, Inc. and Les Dérivés Résiniques et Terpéniques, with refining capacities of approximately 39,000 metric tonnes, 40,000 metric tonnes, 25,000 metric tonnes and 20,000 metric tonnes, respectively.

The chart below illustrates the materials produced from the refining and upgrading of CTO and CST, and indicates the percentage of each material that results from the refining of CTO. These percentages can vary depending on a number of factors, including the species of the pine trees from which the CTO is derived, the time of year the pine trees were harvested, the geographic region in which the pine trees grew and, particularly with respect to DTO, the degree to which the CTO is refined.

Raw Materials Refine Upgrade

TOR and Rosin Resins

Rosin, such as TOR, is a chemical whose properties allow for a stronger bond between different substances. This property is commonly known as tack, and rosin is a tackifier. Rosin is primarily upgraded chemically into other products, including (i) rosin ester through a process called “esterification”, which is the reaction of the base rosin with an alcohol, (ii) disproportionated rosin through a process called “disproportionation”, which is a reaction whereby the base rosin is split into two different substances, and (iii) hydrogenated rosins through a process called “hydrogenation”, which is

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the reaction of the base resin with hydrogen. Rosin derivatives, which are also known as “resins”, are key ingredients in the composition of adhesives, inks, tires and roadmarkings. Resins impart attributes such as bonding strength, viscosity and drying speed for adhesive products. Resins are also a critical ingredient in inks, where they are used to enhance or control adhesion, drying speed, color development and gloss. In the roadmarking coatings market, rosin-based resins are used as binders in thermoplastic roadmarkings. Rosin derivatives are also used extensively as emulsifiers to assist in the mixing of monomer components in the manufacture of synthetic rubber.

According to ADL, total global rosin production in 2009 was approximately 1.3 million metric tonnes, approximately 70% of which was derived from gum rosin and 30% of which was derived from refining CTO.

The leading producers of TOR derivatives are Arizona Chemical, with approximately 200,000 metric tonnes of annual capacity, MeadWestvaco Corporation, with approximately 50,000 metric tonnes of annual capacity, Georgia-Pacific LLC, with approximately 30,000 metric tonnes of annual capacity in North America and Les Dérivés Résiniques et Terpéniques, with approximately 10,000 metric tonnes of annual capacity in Europe.

2009 Global Rosin Consumption by Application

TOFA and Dimer Acids

According to ADL, TOFA represented approximately 10% of the global fatty acid market in 2009, with total production of approximately 500,000 metric tonnes. Fatty acids represent approximately 3.5% of the global oils and fats market, with estimated total production of 170 million metric tonnes in 2009. Major applications for TOFA include alkyd resins for solvent-based paints, lubricity additives for low-sulfur diesel fuel, heat stabilizers for PVC and flotation agents for phosphate mining. Another important use is as a starting point for the manufacture of dimer acid, which in turn forms the basis for the manufacture of polyamides for use in adhesives, inks and coating resins. According to ADL, alkyd resins consumed approximately 40% of the global supply of TOFA in 2009, while dimers consumed approximately 20% and fuel additives consumed approximately 10%, with the remaining approximately 30% spread across many smaller applications, including lubricants.

TOFA competes with unsaturated vegetable oils and fatty acids, such as those derived from soy, linseed or sunflower. TOFA is less dependant on seasonal weather conditions than other agricultural substitutes, resulting in more consistent quality and less supply volatility. In addition, TOFA is more suitable than vegetable fatty acids in some applications, leading to improved performance of the customer’s products, which results in a pricing premium for TOFA compared to vegetable fatty acids in some of the markets in which it is used. TOFA is a non-food derived fatty acid and is expected to benefit from the resistance to diverting food crops such as soybeans for industrial uses in light of recent pressure on food prices and supplies.

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According to ADL, the main producers of TOFA are Arizona Chemical, with approximately 200,000 metric tonnes of annual capacity at locations in the United States and Europe, MeadWestvaco Corporation, with approximately 70,000 metric tonnes of annual capacity at locations in North America, Forchem Oy, with approximately 60,000 metric tonnes of annual capacity at locations in Europe and Georgia-Pacific LLC, with approximately 45,000 metric tonnes of annual capacity at locations in North America.

2009 Global TOFA Consumption by Application

DTO

DTO is a specialty acid stream from the CTO distillation process that contains a mixture of TOFA and a variable percentage (typically 5-30%) of rosins. CTO refiners are able to produce variable quantities of DTO based on market demand, which ADL estimated to be 60,000 to 80,000 metric tonnes in 2009. DTO is generally sold without upgrade and is used as the basis for a variety of applications from metalworking fluids to specialty alkyds, rubber processing and oil field drilling muds. DTO is a sustainable alternative to hydrocarbon esters and is preferred in certain applications such as metalworking due to its superior performance.

According to ADL, the main producers of DTO are Arizona Chemical, with approximately 50% of global output at locations in the United States and Europe, MeadWestvaco Corporation, with approximately 20% of global output at locations in North America and Forchem Oy, with approximately 20% of global output at locations in Europe.

Pitch and Sterols

Pitch is a by-product of CTO refining and represents approximately 40% of CTO refining volume, with a global supply of approximately 650,000 metric tonnes. Pitch is used to produce fuel blends for industrial and heating applications. Additionally, sterols can be extracted from pitch for use as a raw material in high margin pharmaceutical and food additives used to reduce cholesterol absorption. Sterols typically constitute approximately 5% of total pitch by volume. Pine products have a higher concentration of sterols than vegetable oils and, unlike oil derived from soybeans, pine sterols are not considered a genetically-modified product. Demand for sterols produced from pine benefits from consumer resistance to genetically-modified food products, particularly in Europe.

According to ADL, the three companies that produce pitch-based sterols are Arboris, LLC, a joint venture in which Arizona Chemical owns a 10% interest, with approximately 5,000 metric tonnes of annual capacity, Cognis GmbH, with approximately 2,000 metric tonnes of annual capacity, and Les Dérivés Résiniques et Terpéniques, with approximately 400 metric tonnes of annual capacity.

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Markets for Pine-based Chemicals

Globally, pine chemicals are sold into a wide range of different markets. We are focused primarily on six markets within which we believe we have a competitive advantage and opportunities for growth with higher margin products: (1) adhesives, (2) inks, (3) roads and construction, (4) tires and rubber, (5) consumer products and (6) renewable energy.

Adhesives Market Overview

Adhesives are generally defined as materials that bond two surfaces together. The required degree of bonding strength is dependent on the application. For instance, adhesives used in packaging or tapes and labels generally require a low bond strength while adhesives used in industrial applications such as bookbinding, furniture and woodworking, and appliance manufacturing require higher bonding strength. Certain adhesive applications such as those used in building construction and aerospace require a very high level of bonding strength and are generally referred to as structural adhesives.

The chemical composition of an adhesive is dictated by the need for particular performance characteristics, such as bonding strength, and by processing requirements, such as whether the adhesive can be applied at high temperature or needs to be workable under ambient conditions. Accordingly, there are different classes of adhesives. For example, “hot melts” are applied at high temperature and form their bonds upon cooling. “Solvent-based adhesives” are dissolved in a solvent and the adhesive bond forms when the solvent evaporates. “Water-based adhesives” are finely dispersed in water, which is evaporated to form the bond. Finally, there are many adhesive types that form their bonds by a chemical reaction taking place during hardening or “curing”, which are referred to as “reactive adhesives”.

2009 Global Tackifier Market by Chemistry	2009 Global Tackifier Market by Application
(Approximately $1.6 billion)	(Approximately $1.6 billion)

Pine chemicals are principally used as tackifiers in certain classes of industrial adhesives to confer the essential “grip” to the bonded surfaces. Their use predominates in hot melt adhesives, although they are also used in other classes such as water-based and solvent-based. Tackifiers are generally not required in reactive adhesives for structural applications because the chemical reactions create sufficiently high bond strength. Where tackifiers are used, they generally comprise between 25% and 50% of an adhesive by volume (on a solid basis), according to ADL. The remaining adhesive is composed of a polymer, which typically represents between 40% to 60% of the adhesive by volume and various additives such as waxes to control open time (the time it takes the adhesive to cool and set after application) and anti-oxidants to protect them from degradation by oxygen in the air during heating cycles.

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Demand for hot melt adhesives has grown at rates above the industry average because they have low emission levels, are effective on a wide variety of surfaces, are easy to apply and therefore offer faster line speeds than other adhesive types.

According to ADL, the global demand for industrial adhesives in 2009 was approximately 13 million metric tonnes with gross revenues of approximately $45 billion. The global market for tackifiers was estimated to be 1.4 million metric tonnes, or approximately $1.6 billion, in 2009, approximately 65% of which was sourced from hydrocarbons, and approximately 35% of which was sourced from pine-derived chemicals. Of the tackifiers derived from renewable sources, ADL estimates that 85% are from upgrades of rosin (tall oil or gum-based), and the remaining 15% are from CST-based and D-limonene-based terpenes.

According to ADL, the volume of the industrial adhesives market grew on average 3-4% per year for the period from 2006 to 2008, which was driven by their increased use in developing economies. Tackifier demand grew in line with the broader industrial adhesives market. In addition to growing demand from developing economies, the use of industrial adhesives is increasing due to the following factors:

•  replacement of mechanical fasteners with adhesives in order to increase production rates, accommodate smaller and thinner devices, reduce weight, and improve strength;

•  increasing demand for pre-packaged, ready-made foods which require packaging that can withstand freezer and cooking temperatures and seals tightly to preserve freshness. Adhesive technology bonds the different packaging surfaces such as foil and plastic; and

•  increasing environmental awareness and regulatory initiatives relating to sustainable materials are increasing demand for recycled content in packaging, reduced volatile organic content, and reduced use of hydrocarbon-derived materials. We believe pine chemical-derived products are competitive alternatives.

Inks Market Overview

Inks used in large printing presses for the production of newspapers, magazines, catalogs, brochures and packaging materials are referred to as printing inks. Printing inks are composed of a pigment, or color, which is mixed with a resin in a carrier solvent which can be mineral oil, toluene, alcohol or water, depending on the printing technology. The resin acts as the binder, which is a critical component of the ink that holds the pigment to the printed surface and influences ink attributes such as gloss, drying speed, viscosity and color intensity. The solvent is used to adjust the ink viscosity for easy application and evaporates after the ink is applied. As such, the solvent also helps control drying speed.

Depending on the printing process and ink properties, ink manufacturers can select from a number of classes of binder. According to ADL, pine chemical binders constitute the largest class of binder, with an approximately 50% share of the inks market, followed by hydrocarbons, with approximately 20%, alkyds with approximately 15% and acrylics with approximately 10%. Various other types of binders make up the remainder. Gum-rosin resin has historically dominated the rosin-based printing inks market, as it has been more consistent in performance and easier to work with than available alternatives. However, pine chemical companies have pioneered the use of TOR resin as a substitute for gum products by developing these resins to be as reliable and reproducible as gum-based resins. Additionally, TOR is readily available, often in convenient molten form, whereas gum rosin generally has to be sourced in drums from Asia or Latin America. As such, ink resin producers in the United States and Europe have driven the adoption of TOR-based resin, and, according to ADL, its share of the rosin-based ink resin market is estimated to be approximately 25% today.

The printing inks market is divided into two principal areas of application: publication, including inks printed on newspapers, magazines and catalogs, which represents approximately 30% of printing inks sales, and packaging, which represents approximately 40% of printing inks sales, according to ADL. In publication, gravure and lithographic processes are the primary means of printing. Gravure is

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a high quality, cylindrical roller-based printing process used for high volume “upscale” magazines and catalogs. Lithography is a rigid plate-based printing process used for medium to high volume printing such as newsprint, books and directories. Printing inks based on naturally-derived resins predominate in these processes, although hydrocarbon-based resins are also used. In the packaging-market, where the flexographic process dominates, naturally-derived resins, especially fatty acid-derived polyamides, compete with hydrocarbon-based resins, specifically polyurethanes. Flexography is a flexible plate-based printing process used for the printing of flexible packaging, including wrappers, films and cartons. According to ADL, the global demand for printing inks in 2009 was approximately 4 million metric tonnes, with gross revenues of approximately $16.0 billion. The global demand for ink resin binders was approximately 1.1 million metric tonnes with gross revenues of approximately $1.5 billion.

According to ADL, the volume of the global printing inks market is expected to lag GDP growth and grow at the rate of approximately 1% annually through at least 2013. Demand for publication inks is expected to decline in developed regions due to the continued rise of electronic media. The volume of the global packaging inks-market is expected to grow at 3% per year from 2010 through 2013 to 2015, driven by demand for packaging in developed countries, while growing in line with GDP in emerging markets.

2009 Global Ink Sales by Region	2009 Global Ink Sales by Application
($16 billion)	($16 billion)

Roads and Construction Market Overview

The roads and construction market can be divided into three sub-markets: roadmarking, paving and roofing.

Roadmarking

The roadmarking sub-market consists of paints and coatings which are applied to roadways, parking lots and airstrips. Thermoplastic roadmarkings, where a resin binder is used in combination with pigments and other materials, such as glass beads, are one of the most common types of coatings. The glass beads reflect vehicle lights to make the roadmarkings more visible, and the binder holds the mixture together and distributes and suspends the pigments and glass beads in the thermoplastic. In addition to its binding properties, the binder gives the final product hardness and durability. Binders used in thermoplastic roadmarkings can be naturally-derived resins such as TOR resin and gum rosin resin, or hydrocarbon-based resins, though rosin-based resins offer superior performance to hydrocarbon-based resins due to their broad compatibility with other elements.

Additionally, the use of naturally-derived resins in roadmarkings has increased in recent years as a result of increasing demand for sustainable raw materials. Governments across Europe and parts of the United States have increasingly required the use of more sustainable materials in roadmarkings, driving demand for naturally-derived resins.

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According to ADL, gross sales of roadmarkings in 2008 were approximately $1.5 billion. In 2008, thermoplastic roadmarking, with approximately $600 million in sales, constituted 40% of the market. The primary end consumers are local and national government road authorities, with growth driven by new road construction.

Breakdown of Different Roadmarking Coating	Competing Technologies in Thermoplastic
Types ($1.5 billion)	Systems

Paving

Bitumen, a black, sticky, tar-like substance obtained as the bottom fraction in the distillation of crude oil, is commonly used as the binder in paving and roofing applications. Approximately 10% of the bitumen in the United States and Europe is modified through the addition of synthetic rubber to impart favorable attributes such as improved durability and temperature resistance. As modified bitumen is composed of multiple substances, including most commonly synthetic rubber based on styrene-butadiene-styrene (SBS) or styrene-butadiene (SB) rubber, it is often necessary to add a compatibilizer to stabilize the mixture so that it can be consistently applied. Without a compatibilizer, the bitumen and synthetic rubber can separate during storage and transport. Pine chemical resins, which are effective in combining with a wide variety of materials, can be used as the compatibilizer in modified bitumen. The use of modified bitumen is expected to grow in excess of 5% globally through 2015 as modified bitumen becomes increasingly popular relative to standard bitumen and as the sub-market requires roads and paving to last for increasingly longer periods of time.

As a result of sustained higher global oil prices, it has become economically viable for oil companies to employ higher-cost methods of crude oil distillation that improve their yields. As a result of the employment of these methods, the quality of the bitumen that remains after the crude oil is distilled has declined, and the demand for additives required to stabilize the bitumen mix, including pine chemical resins, has increased.

Another recent development in modified bitumen has been the use of recycled tires, referred to as crumb rubber due to its granular consistency, as a substitute for SBS and SB rubber in modified bitumen. Governments, particularly those in the United States, Southern Europe and China actively encourage the use of crumb rubber in modified bitumen because it is cost effective and the recycling of tires is considered environmentally friendly. However, crumb rubber is more difficult to process than new synthetic rubber and requires higher temperatures and stronger compatibilizers to prevent the mix from separating.

Roofing

In the flat roof segment of the roofing sub-market, most roofs are waterproofed with a bitumen roofing membrane. Bitumen is commonly used as an adhesive to adhere the membrane to the roof surface. There is a growing trend toward membranes sold with a self-adhesive incorporated into the product, so-called “Peel & Stick” products, which, according to ADL, represent approximately 15% of

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the volume in the roof membrane market. These pressure-sensitive adhesives are bitumen based and require the incorporation of a tackifier to promote adhesion to the roof. As there is a high degree of variation in the roofs for which these membranes are used, these products require a versatile tackifier. Pine-based products are particularly effective in their versatility compared to hydrocarbon tackifiers and, as a result, are becoming the chemistry of choice for this growing range of products.

According to ADL, the global demand for flat-roof membranes in 2009 was approximately 1.2 billion square meters, with gross revenues of $4.0 billion, driven by an increasingly energy conscious society seeking to insulate homes and other buildings to conserve energy and reduce heating costs. The volume of the market for these membranes is expected to grow in line with GDP in North America and Europe and at approximately 5-10% per year in Asia from 2010 through 2013 to 2015.

Global Demand for Bitumen by Region	2009 World Bitumen Demand by Market
(Approximately $45 billion)	(120 million metric tonnes)

Tires and Rubber Market Overview

Tires

In the passenger car tire market, traditional, lower-cost, carbon black-filled tires are increasingly being replaced by high performance, silica-filled tires. Silica-filled tires have lower rolling resistance than traditional carbon black-filled tires and therefore offer better fuel economy. However, there is an inherent trade-off in tire construction between grip, rolling resistance (which dictates fuel economy) and durability. As a result, there is significant demand for enhancement additives that can increase traction in silica-filled tires without reducing durability or increasing rolling resistance. Various hydrocarbon-based resins such as alpha-methyl-styrene, or AMS, and natural-based resins such as terpene resins, can be added to modify the tread performance in order to optimize wet grip performance, fuel economy and tire life. The market penetration of silica-filled tires depends on geography. While silica-filled tires are more fuel efficient than carbon black-filled tires, they are also less durable. Consumers in Europe have shown greater demand for silica-filled tires than those in North America and Asia, reflecting traditionally higher fuel prices in Europe that encourage greater fuel efficiency. As a result, the market share of silica-filled tires in Europe is much higher at 65%, versus 30% in North America and 20% in Asia, according to ADL.

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ADL estimates that the global tire market in 2008 was approximately $130 billion. The volume of the global tire market is expected to grow at 3% per year through 2015, driven by growth in developing countries. Demand for high performance, silica-filled tires is expected to increase 10% per year through 2013, driving a similar increase in the demand for enhancement additives. In 2009, the market for tread enhancement additives was approximately $80 million.

2008 Tire Market Value by Region	2008 Tire Market Value by Vehicle & Tire Type
($130 billion)	($130 billion)

Rubber

Rubber is used in tires, hoses, belts, gloves, and anti-vibration mounts in the automotive industry among other applications. Various types of synthetic rubber can be made by combining a number of different monomer building blocks. Rosin soaps are used as emulsifiers, which are a type of additive used in the polymerization step (the combining of multiple monomers) to assist in the mixing and blending of these monomers. At present, no viable alternatives to rosin-based emulsifiers exist for the manufacture of synthetic rubber.

ADL estimates that the global synthetic rubber market had a value of $17 billion in 2009, while the global market for synthetic rubber additives had an estimated value of $2 billion. Naturally-derived resins used in synthetic rubber production represented a small percentage of the market for synthetic rubber additives. The volume of the global market for synthetic rubber emulsifiers is expected to grow by 2-2.5% per year through 2015, driven primarily by tires and automotive demand.

2009 Synthetic Rubber Sales by Region	2009 Synthetic Rubber Sales by End-Use
($17 billion)	($17 billion)

Consumer Products Market Overview

A key driver today in the personal care industry is the increasing preference by consumers for sustainable and naturally-derived ingredients. Pine chemicals primarily function in this market as

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gellants and thickening agents in cosmetics and personal care applications in order to modify certain physical characteristics of water-based formulations. Common applications include:

•  rheology modifiers, which alter the flow and feel of the product;

•  binders, which modify liquids into cakes, sticks and other wax-like solids;

•  gelling agents, which modify liquids into hard and soft gels; and

•  protective agents, which stabilize oil-water mixtures and improve wear resistance.

Personal Care

According to ADL, growth rates in the personal care market vary between applications, with skin care and sun care growing at more than 5% per year in volume, while make-up, hair care and antiperspirants/deodorants are expected to grow at approximately 3% per year or less in volume. The volume of the market for all personal care applications is estimated to be growing at approximately 5% annually on a global basis. Naturally-derived chemicals currently represent a small proportion of the market relative to hydrocarbon-based materials. However, as a result of shifting consumer preferences, naturally-derived chemicals are expected to increase their market share.

Flavors and Fragrances

Alpha- and beta-pinene and delta 3-carene, chemicals derived from CST, are used as raw materials in the manufacture of certain aroma chemicals used in the flavors and fragrances market. Pinenes are the bases for a number of terpene-derived fragrances, and certain fragrances specifically require pinenes or similar derivatives as the aroma base. Alpha- and beta-pinene compete with analogous derivatives from gum turpentine in the flavors and fragrances market. According to ADL, terpene-derived aroma chemicals accounted for approximately 35% of the $2.6 billion aroma chemicals market in 2009, and the volume of this market is expected to grow at approximately 2.5% per year.

Renewable Energy Market Overview

Pitch, a by-product of the CTO refining process, is a suitable alternative to heavy fuel oil used in industrial manufacturing plants, industrial heating and electrical generation. Additionally, TOFA, a co-product of the CTO refining process, like many other naturally-derived oils and fatty acids, can be used as a raw material in the manufacture of bio-diesel.

In Europe, the European Union’s Directive on the Promotion of the Use of Energy from Renewable Resources established a 20% European Community-wide target for energy consumed from renewable sources by 2020, and a 10% target for energy consumed from renewable sources in the transport sector. In the United States, the 2005 Energy Policy Act established renewable fuel standards for transportation, including incentives for biodiesel, and the standards established by the U.S. Environmental Protection Agency under the National Renewable Fuel Standard Program were recently amended, as required by the Energy Independence and Security Act of 2007, to establish new specific annual volume standards for cellulosic biofuel, biomass-based diesel and advanced biofuel and to establish requirements for higher levels of total renewable fuel that must be included in transportation fuel.

The demand for both pitch and TOFA is expected to increase as a result of these and similar legislative initiatives.

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BUSINESS

General

We are the world’s leading supplier of pine-based chemicals as measured by sales. We refine and further upgrade two primary feedstocks, crude tall oil, or CTO, and crude sulfate turpentine, or CST, both of which are wood pulping co-products, into specialty chemicals. We focus our resources on six target markets that we believe offer the greatest potential for growth and in which we offer our highest value-added products. These markets are (1) adhesives, (2) inks, (3) tires and rubber, (4) roads and construction, (5) consumer products and (6) renewable energy. Our leading position in our target markets is supported by our recognized brands, including SYLVATAC^®, SYLVARES^®, SYLVAPRINT^® and UNI-REZ^®, among others. These products are complemented by a portfolio of chemical intermediates that includes tall oil rosin, or TOR, tall oil fatty acid, or TOFA, dimer acid and distilled tall oil, or DTO, which have contributed steady profit margins and stable cash flows. These products are sold into a diverse range of markets, including paints and coatings, lubricants, fuel additives, mining and oilfield, paper chemicals and polymers, among others.

The chart below illustrates the materials produced through the refining and upgrading of CTO and CST and the markets and sub-markets into which those materials are sold.

While our business is based predominantly on the refining and upgrading of CTO and CST, as shown above, we have the capacity to use both hydrocarbon-based raw materials and gum rosins where appropriate and, accordingly, are able to offer tailored solutions for our customers.

Our products and technical support enhance the value of our customers’ products by improving their performance, providing them with essential attributes, lowering costs and simplifying processes. We have cultivated longstanding relationships with leading customers in our key markets and have a history of co-developing many of our products with our customers to satisfy specific product requirements. Our innovative products and solutions help our customers replace non-renewable raw materials

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with more sustainable alternatives. We serve approximately 1,000 customers in more than 80 countries through our worldwide network of ten strategically located manufacturing facilities, two laboratories and five representative offices.

Transactions with Rhône Capital and International Paper

On February 28, 2007, Rhône Capital acquired a group of operating companies that comprise Arizona Chemical from International Paper. We refer to this transaction as the “Acquisition”. Since the Acquisition, the companies comprising Arizona Chemical have been subsidiaries of AZ Chem Luxembourg Holdings S.à r.l., which, before giving effect to the Reorganization described below, is also our direct parent and a wholly owned subsidiary of AZ Chem Investments Partners LP.

Prior to the completion of this offering, the Rhône Funds held a     % limited partnership interest in AZ Chem Investments Partners LP, while International Paper held a     % limited partnership interest and AZ Chem MIV I Ltd and AZ Chem MIV II LP, which are management incentive vehicles, or MIVs, formed to facilitate investment in our company by our senior managers, collectively held a     % limited partnership interest.

The Rhône Funds and International Paper are also members of AZ Chem Investments LLC, the general partner of AZ Chem Investments Partners LP. The Rhône Funds control AZ Chem Investments LLC and therefore control us.

Corporate Structure and Reorganization

On February 12, 2010, we were organized as a Bermuda limited company.

Prior to the completion of this offering, AZ Chem Luxembourg Holdings S.à r.l. will transfer all of the equity interests in Arizona Chem Sweden Holdings AB, its wholly owned subsidiary, to us, and we will transfer all of the equity interests in Arizona Chem Sweden Holdings AB to Arizona Chemical Luxembourg S.à.r.l., our wholly owned subsidiary. Following these transfers, AZ Chem Luxembourg Holdings S.à r.l. will dissolve, and we will be a direct, wholly owned subsidiary of AZ Chem Investments Partners LP. Additionally, prior to the completion of this offering, Arizona Chemical Ltd. will effect a          for 1 stock split. We refer to these transactions as the “Reorganization”.

The historical financial information presented herein is that of Arizona Chem Sweden Holdings AB and its predecessor prior to the Acquisition, and following the Reorganization, all of our business operations will be conducted through Arizona Chem Sweden Holdings AB and its subsidiaries.

Our principal executive offices are located at 4600 Touchton Road East, Building 100, Suite 1500, Jacksonville, Florida 32246 and at Transistorstraat 16, 1322 CE Almere, The Netherlands and our registered office in Bermuda is located at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. We can be reached by telephone at (800) 526-5294 and +(31) 36 5462 800. Our corporate website address is www.arizonachemical.com. We do not incorporate information that is on, or is accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus.

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Below is an organizational chart illustrating our corporate structure after completion of the Reorganization and before giving effect to this offering.

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Key Competitive Strengths

The following competitive strengths underpin our ability to create shareholder value by driving sustainable, profitable top-line growth, improving margins and generating strong cash flow:

Leading Market Positions

We are the world’s leading supplier of pine-based chemicals as measured by sales. According to ADL, we are the leading global supplier of each of the following products:

•  naturally-derived resins used in adhesives, inks and roadmarking applications;

•  naturally-derived tackifier resins used in hot melt packaging and bookbinding adhesives;

•  naturally-derived tread enhancement resins for passenger car tires; and

•  pine-based, non genetically-modified sterols used in food ingredient and nutrient applications through our joint venture, Arboris, LLC.

Scope and Scale Provide Global Access

With manufacturing facilities in Finland, France, Germany, Sweden, the United States and the United Kingdom, we have the largest manufacturing capacity in the pine-based chemicals sector. Our supply chain and commercial infrastructure gives us access to global opportunities as we have the capability to reliably service an increasingly international client base. We believe we are the leading global refiner of CTO and the leading global producer of TOFA and TOR.

Advantageous Feedstock Position

We are the world’s largest buyer of CTO, and have the capacity to refine approximately 650,000 metric tonnes of CTO annually, which, according to ADL, represents approximately 40% of global CTO refining capacity. We have the ability to process a wide variety of CTO feedstocks, including lower quality CTO and BLS, a precursor to CTO that we have the ability in the United States to refine into CTO, providing us with access to a broad source of raw materials. When we refer to CTO in this prospectus, we are referring generally to CTO and BLS, together. In addition, most of our manufacturing facilities are located in close proximity to the facilities of our raw material suppliers, allowing us to procure our raw materials at a low delivered cost. Furthermore, we work directly with our suppliers at their production facilities to enhance their CTO and CST yields through technological improvements, which, in addition to maximizing our raw material supplies, improves the efficiency of our suppliers’ operations and enables us to foster strong, long-lasting relationships with them.

We have long-term supply contracts with International Paper pursuant to which they agreed to sell to us, and we agreed to purchase from them, all of the CTO and CST produced at their existing U.S. paper mills. We also have the option to purchase all of the CTO and CST produced at International Paper’s future paper mills worldwide. These contracts provided us with approximately 20% and 27% of our global CTO and CST purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. CTO and CST accounted for approximately 68% and 64% of our raw material purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. We also maintain long-standing relationships with other major suppliers in the United States and Europe.

Stable Customer Base with Long-Standing Relationships and Diverse End Markets

With approximately 1,000 customers in more than 80 countries, we have a broad customer base covering many diverse end-user industries, including adhesives, inks, tires and rubber, roads and construction, consumer products, renewable energy, fuel additives, coatings, lubricants and polymer additives. Our five largest customers for each segment accounted for approximately 28%, 26% and 29% of our net sales for the North American segment and approximately 23%, 25% and 29% of our

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net sales for the European segment for the years ended December 31, 2009, 2008 and 2007, respectively. No single customer accounted for more than 10% of our net sales for the years ended December 31, 2009, 2008 and 2007. We have strong, long-standing relationships with our customers, and many of our products have been developed in cooperation with our customers, frequently in response to their specific needs. We believe our customers also value our reliability and global franchise which, in combination with our technical expertise, have allowed our products to become critical components of our customers’ formulations and have garnered the customer loyalty that underpins our long-standing relationships.

Commitment to Innovation

We believe that innovation and new product development are critical to meeting our customers’ needs and to generating profitable future growth. We employ over 50 scientific professionals, many of whom hold Ph.D. degrees. In the five years ended December 31, 2009, we applied for 61 U.S. patents and 18 Patent Cooperation Treaty patents.

During 2009, we instituted a structured approach to growth with dedicated cross-functional teams that are directed toward our six target markets. As part of this approach, we identify and develop new products based on our understanding of our customers’ needs and market opportunities. We utilize a portfolio management system to ensure that we are disciplined in assessing potential opportunities for new products and to allocate resources and capital in accordance with our strategic objectives and priorities.

Our track record of product innovation extends more than 80 years. Examples include:

•  adhesive tackifiers designed to enable the use of a higher amount of recycled content in packaging materials;

•  high solid adhesive dispersions for labels and tapes that allow for higher coating speeds and that lower process energy costs;

•  heat stable rheology, or HSR, ink resins that reduce formulation complexity for ink manufacturers while improving press performance;

•  tire tread resins that promote wet grip, fuel economy and tire life;

•  fuel lubricity improvers that ensure low sulfur targets for diesel fuel can be met; and

•  emulsions and clear gels for skin and sun care applications.

Improving Profit Margins

Our market leading position, together with the importance of our portfolio to our customer base, our value pricing and our ability to shift production and manage costs have enabled us to generate improving profit margins across diverse macroeconomic environments. Despite rapidly changing raw material, energy and freight costs in recent years, as well as the difficult economic environment that affected the chemicals industry in late 2008 and into 2009, we have been successful at increasing our Adjusted EBITDA and margins, as illustrated in the chart below.

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	Three Months			Three Months									Combined
	Ended			Ended			Year Ended			Year Ended			Year Ended
	March 31,			March 31,			December 31,			December 31,			December 31,
	2010			2009			2009			2008			2007
													(Non-GAAP)
	(dollars in thousands)
Net income (loss)	$	9,997		$	(2,357	)	$	12,098		$	(26,559	)	$	(23,605	)
Gross Margins		20.6	%		8.1	%		15.7	%		13.3	%		11.7	%
Adjusted EBITDA	$	27,378		$	11,043		$	93,859		$	92,723		$	66,898
Adjusted EBITDA margins		13.8	%		6.2	%		12.2	%		9.3	%		7.8	%

For a definition of Adjusted EBITDA, a description of our use of Adjusted EBITDA as a measure of operating performance and a reconciliation of Adjusted EBITDA to net income, as well as an explanation of our use of combined financial information for the year ended December 31, 2007, see “Summary Selected Historical Consolidated Financial Information and Other Data”.

Experienced and Proven Management Team with Significant Equity Interest

We have a highly motivated management team with an average of more than 25 years of experience, combining a core of pine-based chemical veterans with specialty chemicals experts from outside the pine chemicals industry. Our management team has instilled a shareholder-value-based culture throughout our organization, successfully implemented leading productivity practices and reinvigorated new product development. Through the MIVs, our management has a significant investment in AZ Chem Investments Partners LP, our parent.

Ability to Satisfy Increasing Demand for Sustainable Raw Materials

Our products are based on naturally-derived, renewable raw materials and, as such, we are well placed to benefit from consumer-driven demand for sustainable alternatives to existing hydrocarbon-based products. In conjunction with our focus on innovation, we expect to leverage the sustainable characteristics of our product range in developing new market opportunities for our products. For example, we expect that the sustainable nature of our gellants and other personal care products will be an increasingly attractive feature in the skin care and cosmetics markets.

Our Business Strategy

Building on our competitive strengths, set forth below are the four key elements to our business strategy.

Organic Growth Through Market Understanding and Development

Building upon our strength in technological innovation, we focus our research and development efforts on opportunities that address the needs of our customers as well as enhance our profitability and growth profile. We look for opportunities in new applications, new products and new markets. For example, we are developing new personal care applications for our polymeric gellant technology that we believe present improved margin opportunities. Additionally, our HSR ink resin products provide better performance at a lower cost relative to products historically used in “sheet-fed” printing applications, and we have begun to market our HSR ink resin products for use in these applications, which we believe also offer us improved margin opportunities. Other innovations include extra-light color rosin esters for adhesive packaging applications, high solid adhesive dispersions and tire tread enhancement additives. In relation to new market opportunities, we are presently developing compatibilizers for modified bitumen applications, which will enable customers to produce stable, long-

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lasting synthetic rubber modified bitumen with higher sustainable material content. Products we have developed in the last five years generated approximately 10% of our net sales in 2009.

During 2009, we spent approximately 1% of our annual net sales on research and development efforts, and we plan to double our research and development and marketing resources and related spending within the next three years. In addition to internal research and development, we expect to expand our product offerings through select licensing and/or purchasing of new formulations, technology and products from third parties, and we intend to fund select capital expenditure opportunities where we can expand capacity in high growth, high margin areas, or reduce costs, for an appropriate return on investment.

Geographical Expansion into BRIC Countries

We expect to continue to serve our existing global customers as they expand their businesses in emerging countries, such as Brazil, Russia, India and China and to target new customers in these regions. In 2009, 2.7% of our net sales were generated in these four countries, and we believe there are significant opportunities to expand our business in these and other emerging economies. We plan to manage our expansion into emerging markets by adding sales and marketing, technical service and other development related personnel, followed by further infrastructure expansion as our sales opportunities in these markets increase.

Active Management of our Business and Asset Portfolio

We plan to accelerate profitable growth through selected acquisitions of companies and/or assets that focus on our six target markets or on high value niche applications and that complement our current product offerings and capabilities. For example, in February 2009, we acquired Abieta Chemie GmbH, which we refer to as “Abieta”, a company located in Gersthofen, Germany that specializes in natural resin products. This acquisition strengthened our position in the tire and rubber market and secured access for us to new products and technology that can be leveraged in other strategic markets.

Productivity Improvement Program

We have a history of implementing programs that have driven significant costs out of our business. We expect to continue to expand our successful productivity improvement initiatives by pursuing operational efficiencies, optimizing available technologies, maintaining a lean organizational structure, further reducing fixed costs, capitalizing on our global procurement organization, rationalizing capacity and efficiently managing capital spending. We intend to take advantage of the enhanced flow of information from the implementation of a new SAP global enterprise resource planning system, which we completed in the first half of 2010, to further our efforts to improve our margins, drive cost productivity and generate additional cost savings.

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Our Markets

The following chart presents the percentage of our net sales attributable to our six target markets and our portfolio of chemical intermediaries.

Arizona Chemical’s 2009 Net Sales $767.5 million

Adhesives

We are a leading global supplier of tackifiers to the adhesives industry as measured by sales and the world’s largest producer of tackifier resins from renewable resources in terms of volume. According to ADL, our share of the approximately $1.6 billion global tackifiers market in 2009 was approximately 12%. Approximately 59% of our adhesives products are sold into the packaging sub-market, while another 16% are sold for use in wood and furniture and assembly adhesives. Our products are also used in bookbinding, hygiene, non-woven, pressure-sensitive and transportation adhesives.

We currently offer a broad range of products to service our target adhesives sub-markets, including rosin-based tackifiers for packaging and pressure-sensitive adhesive applications, terpene-based tackifiers for bookbinding, hygiene and pressure-sensitive adhesive applications, AMS tackifiers for bookbinding and pressure-sensitive adhesive applications and hot melt polyamides for flexible packaging.

Despite the relative maturity of the adhesives market in developed regions, we see new opportunities for growth in particular sub-markets. In pressure-sensitive adhesives used for labels and tapes, hydrocarbon tackifiers are the leading technology today due to their compatibility with the polymers used in these systems. However, hydrocarbon refiners, particularly in the United States, have increasingly shifted their production away from liquid feedstocks such as naphtha toward gas feedstocks to improve margins. This feedstock shift has reduced the availability of hydrocarbon tackifier products, as resin formers required for the production of hydrocarbon tackifiers are generally derived from the liquid feedstocks. This shift is driving customers to seek more sustainable solutions such as our naturally-derived SYLVATAC^®, SYLVALITE^® and SYLVARES^® tackifiers. We are also targeting growth in water-based applications with our AQUATAC^® rosin ester dispersions. Within our AQUATAC^® product range, we have developed thicker rosin ester dispersions, meaning they have lower water content, which allows our customers to run their coating machines more economically as less energy is required to extract excess water from the final adhesive.

In the hygiene sub-market, adhesives are used for non-woven applications such as diapers. At present, high-priced hydrocarbon tackifiers that are odorless and clear are the prevailing technology. We presently compete in this market with our low color and low odor styrenated terpene-based products, which we sell under the SYLVARES^® and ZONATAC^® trade names. However, with burgeoning demand for diapers in lower income markets, diaper producers are re-engineering their products to reduce cost. We have developed a proprietary rosin ester based tackifier and related process

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technology which we believe address odor and color concerns while also meeting our customers’ cost targets.

Our tackifiers are primarily used in hot melt adhesives, which are heavily used in the packaging sub-market. Building on the strength of our current business, we are focused on identifying high value applications in the packaging market that capitalize on our expertise in developing new products that facilitate bonding between surfaces that do not adhere easily. Further, to address requirements in the flexible packaging market, we are in the process of developing tackifiers for use in flexible packaging that can withstand freezer and cooking temperatures and that seal tightly to create an oxygen barrier. Our expertise in adhesives and inks is a competitive advantage in developing flexible packaging solutions.

Across all adhesive sub-markets, our products allow our customers to significantly improve the sustainability of their adhesive systems and reduce the impact of their products on the environment, while maintaining the performance the industry demands. In the construction market, we believe that the trend toward “green” buildings, together with a legislative push for the reduction of volatile organic content, or VOC, and improved air quality, is likely to create further opportunities for our tackifiers. Our tackifiers are particularly effective in hot melt adhesives, which are a low VOC alternative to high VOC solvent-based adhesives.

As our customers expand into developing regions, they are seeking local support from suppliers with whom they have had a long and successful relationship. We are strategically deploying resources to these regions using either internal resources, co-supplier relationships, partnerships, joint ventures or acquisitions.

Approximately 25%, 24% and 27% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the adhesives market. These products include:

Rosin-Based Tackifiers.  Our SYLVATAC^® and SYLVALITE^® rosin ester tackifiers are particularly effective in hot melt adhesives and for bonding surfaces that are difficult to bond, such as highly-recycled packaging materials. We also offer a range of rosin ester dispersions under the AQUATAC^® trade name, for use in water-based adhesive applications such as paper labels.

Terpene-Based Tackifiers.  Our range of terpene phenol, styrenated terpene and polyterpene resins, which we market under the SYLVARES^® and ZONATAC^® trade names, offer broad polymer compatibility, which allows our customers to develop and manufacture adhesives that bond to a wide variety of plastic surfaces. Our products are also used because they offer certain “in-service” performance requirements such as low odor, clear color, heat and chemical resistance, and can be applied at low temperatures.

AMS (Pure Monomer) Tackifiers.  Supplementing our range of tackifiers based on renewable resources are tackifiers based on alpha-methyl-styrene, or AMS, a hydrocarbon. Our tackifiers based on this monomer, which we also market under the SYLVARES^® trade name, are almost water-white and adhere well to difficult to bond materials. There are only two other significant producers of AMS tackifiers and our range of AMS phenolics, which are used in high-end applications, is unique.

Hot Melt Polyamides.  Our UNI-REZ^® thermoplastic polyamide adhesives are distinct within our range of offerings in that they are finished, end-use adhesives, rather than tackifiers. They bond to a wide variety of substrates and offer outstanding resistance to chemicals and oils.

Inks

We are a major supplier of ink resins for use in publication and packaging to many of the world’s leading printing ink companies. According to ADL, we had approximately 6% of the approximately $1.5 billion global ink resin binders market in 2009.

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The use of electronic media in preference to paper is rising, which is putting negative pressure on the publication sub-market, while the use of packaging continues to grow due to rising incomes and globalization. In that context, our strategy is to maintain our traditional lithographic and gravure ink resin business in the publication sub-market under our SYLVAPRINT^® trade name, while growing our presence in the flexible packaging sub-market, where we currently produce polyamide ink resins under the UNI-REZ^® trade name.

We are working to develop new technologies and new pine-based chemistries to address the changing requirements for flexible packaging materials, including higher regulatory requirements associated with food contact legislation and the desire to move to more renewable and recyclable materials. We believe that we can bring together our portfolio of sustainable chemistries, our knowledge of both inks and adhesives, and our technical understanding to develop new products for this market. We have a dedicated team charged with defining and developing opportunities in flexible packaging.

In the publication sub-market, our focus is on leveraging our proprietary SYLVAPRINT HSR^® technology, which provides enhanced ink performance in lithographic printing. This product improves the ability of ink to adhere to paper, which reduces the need for gellants and therefore lowers costs for our customers. We are working to promote acceptance of this new technology both with customers, and with their customers.

Approximately 11%, 12% and 15% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the inks market. These products include:

Phenolic Rosin Esters.  Our range of SYLVAPRINT^® phenolic rosin esters are used in lithographic (offset) and publication gravure inks and confer beneficial attributes such as enhanced adhesion, high gloss, improved drying speed, viscosity and color intensity to our customers’ ink products. We also offer these resins pre-mixed in mineral oil to save our customers time and reduce their energy usage.

Solution Metal Resinates.  SYLVAPRINT^® solution metal resinates are used in the high volume commercial printing market. These resins are used in inks for publication gravure, which is used for high quality, large print run applications such as catalogs and magazines.

Polyamides.  UNI-REZ^® ink polyamides are resins used in inks for flexible packaging such as bread bags, shrink sleeve labels, high end lamination and snack food packaging.

Ink Solvents.  SYLVAPRINT^® ink solvents are esters of fatty acids and are used primarily in specialty applications such as vegetable oil-based “sheet-fed” printing to improve the solvency power of the vegetable oils, such as those derived from soy or linseed.

Tires and Rubber

We are a leading supplier of tread enhancement resins and additives from renewable resources to the global tires and rubber industry as measured by sales, and, according to ADL, we had approximately 34% of the approximately $80 million global tire tread enhancement additive market in 2009.

We have grown our business in tire tread enhancement additives over the last five years under our SYLVARES^® trade name. Tire tread enhancement additives seek to improve tire life, fuel economy and grip. Our current sales are based on our first generation tread enhancement technology, which is produced using both renewable resources (polyterpenes based on D-limonene) and hydrocarbons (AMS pure monomer resins). We have also developed second generation resin technology for which we own the intellectual property rights and have filed a patent application. Through this technology, we intend to capture an increased share of the growing market and expand our global customer base.

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We are also developing rosin-based tackifiers to improve the manufacturing efficiency of tires during the assembly stage. We have filed a patent application for this product and expect to achieve our first sales in the first half of 2010.

In the rubber market, our acquisition of Abieta Chemie GmbH in February 2009 has expanded our geographical presence and made us the leading supplier of rosin soap-based emulsifiers, which we sell under the ABIETA^® and SYLVAROS^® trade names. These products are used as process control agents for the polymerization of unsaturated hydrocarbons in the manufacture of synthetic rubber, which are used in the manufacture of tires, as well as industrial rubber applications such as conveyor belts and the manufacture of polymers used in the automotive industry for vehicle interiors.

Approximately 8%, 4% and 4% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the tires and rubber market. These products include:

Polyterpenes.  SYLVARES^® polyterpenes are used as tire tread enhancement additives to improve the combination of wet grip, fuel economy and tire life. They are based primarily on D-limonene, a co-product of citrus fruit farming.

Disproportionated and Non-Disproportionated Rosins Soaps.  Our SYLVAROS^® rosin soaps products, which we have substantially expanded following our acquisition of Abieta, are used as emulsifiers in rubber polymerization. We use both tall oil and gum rosin in the manufacture of these products.

AMS Resins.  SYLVARES^® AMS resins are tire tread enhancement additives which improve wet grip, fuel economy and tire life. They are based on AMS, a hydrocarbon.

Roads and Construction

We are a major supplier of thermoplastic roadmarking resins in the United States, Europe and the Middle East and, according to ADL, we had an estimated 6% share of the approximately $600 million global market for thermoplastic roadmarking resins in 2009. We believe there are future opportunities to supply fatty acids and tackifier resins for bitumen applications in roofing and paving.

Our current presence is predominantly in the roadmarking sub-market where we produce rosin-based binders for thermoplastic coatings under the SYLVATAC^® and SYLVACOAT^® trade names. However, we are also exploring growth opportunities in the paving and roofing sub-markets where consistent with our business strategy.

In roadmarking, we have successfully grown our business as the use of thermoplastic coatings has increased. Thermoplastic coatings offer extended service life compared to alternatives such as paint, and are increasingly used in the growing “anti-skid” surface market for speed abatement. Further they offer improved retro-reflectivity which promotes road safety. Rosin-based binders have taken a larger share of the growth in thermoplastic coatings, as their availability and price have been more stable than hydrocarbon binders.

Our chemistries have a high affinity to rubber and a strong similarity to bitumen. We are seeking to leverage our understanding of this technology to develop new products for the paving and roofing sub-markets. For instance, in paving, we are developing bitumen compatibilizers. Demand for compatibilizers is growing due to the declining quality of bitumen feedstocks and the need to augment performance through the addition of polymers such as synthetic rubber.

Another growth initiative is in crumb rubber modified paving. We have identified a strong need to stabilize crumb rubber blends for a longer period of time to enable even more widespread usage. We are currently developing a compatibilizer system which will allow our customers to create a paving mix at central terminals for transportation, rather than mixing products at the paving location, and have identified customers for co-product development during 2010.

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We are also developing new products for the bitumen roofing sub-market. As “Peel and Stick” technology continues to penetrate the market, there is an opportunity to develop adhesives which have an improved ability to bond with humid substrates and which can be applied at lower temperatures. Our objective is to develop an effective adhesive system together with selected customers that will utilize our tackifier technology.

The use of renewable materials such as pine chemicals is also a significant driver for further growth. We are planning to increase our marketing efforts in order to promote the environmentally sustainable nature of our products to national highway agencies, municipalities, roadmarking manufacturers and contractors.

Approximately 6%, 5% and 4% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the roads and construction market. These products include:

Rosin Esters and Insoluble Maleics.  We are the leading supplier of rosin derivatives used in thermoplastic pavement markings, which we sell under the SYLVATAC^® and SYLVACOAT^® trade names. Our products improve reflectivity and durability of the coating through their strong adhesion to glass beads, while imparting excellent resistance to oil and gasoline.

Hot Melt Polyamides.  Hot melt polyamides are utilized in pre-formed pavement graphics. Hot melt polyamides are higher value products, which offer ease of application and durability to formulators.

Consumer Products

In the consumer products market we sell a diverse range of raw materials and ingredients for the formulation of consumer products used in the personal care, home care, industrial cleaning and food ingredients sub-markets.

Approximately 5%, 3% and 4% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the consumer products market. These products include:

Alpha Pinene and Beta Pinene.  Sold under the SYLVAPINE^® trade name, our pinene products are used as building blocks in the manufacture of fragrances, camphor, perfumes, terpineol, terpene resin derivatives and insecticides. They are also used in the institutional and industrial market as cleaners, solvents and disinfectants.

Sterols.  Sterols are high margin pharmaceutical and food additives used to reduce cholesterol absorption and are produced through the upgrading of pitch. Unlike soy-based sterols with which they compete, pine-based sterols are not considered a genetically modified product. We have a 10% interest in Arboris, LLC, a joint venture that manufactures sterols from pitch that we supply to it. We have the right to acquire an additional 30% interest in Arboris.

Specialty Polymeric Gellants.  Specialty polymeric gellants are bio-renewable, polyamide polymers used to impart structure, rheology, film forming and wear resistance to a variety of products formulated for the personal care and consumer products markets. They are sold under the SYLVACLEAR^®, SYLVAGEL^® and UNICLEAR^® trade names. Personal care applications include the enhancement of gloss and wear for mascara, gel bases for lipsticks, waterproofing agents and film formers in lotions and SPF boosters for sunscreens. In home care applications they are used to solidify fragrances for lavatory rim blocks and small space air fresheners, gel mineral oil in clear candles and to impart a gel rheology in retail degreasers.

Immobilized Functional Oils (IFO).  Immobilized functional oil, or IFO, technology allows a wide range of organic liquids to be solidified into temperature resistant, robust, three dimensional objects. This new technology is currently being sold in the automotive air freshener market in the United States and Europe. It is under customer evaluation for use in applications as diverse as

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pesticide delivery through collars and tags for household and farm animals, laundry care fragrance retention and as a delivery system for the active ingredients in sun and skin care products.

Renewable Energy

As a result of governmental mandated targets for the reduction of greenhouse gas emissions and dependency on fossil fuels, and the incentives legislatures have implemented or which we expect legislatures will implement to reach these targets, we expect that demand for renewable sources of energy will continue to increase in line with these governmental mandated targets. The principal legislative initiatives that we expect to impact demand for renewable sources of energy are the European Union’s Directive on the Promotion and Use of Energy from Renewable Resources in Europe and the 2005 Energy Policy Act in the United States.

For a discussion of risks legislation regarding renewable energy poses to our business, see “Risk Factors — Risks Related to Raw Materials”.

Approximately 10%, 12% and 8% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from products sold into the renewable energy market. These products include:

Pitch.  Our pitch by-product is a second generation, cellulosic biofuel that is used in municipal heating and industrial power generation. We principally sell pitch into the European biofuel market, where incentives for the use of renewable sources of energy are more developed than in the United States. As described below under “— Sources and Availability of Raw Materials”, we also maintain agreements with our raw material suppliers in Europe that enable us to exchange our pitch by-product for CTO.

TOFA.  In 2009, we began selling TOFA, a co-product of the CTO refining process, to a third party for conversion into second generation, cellulosic biodiesel for use as a transportation fuel.

Chemical Intermediates

We produce a portfolio of pine-based chemical intermediates that are sold into markets as diverse as paints and coatings, lubricants, fuel additives, mining and oilfield, paper chemicals and polymer additives. Under the trade names of SYLFAT^®, SYLVATAL^®, UNIDYME^® and CENTURY^®, our bio-refinery products are utilized in these markets as key components in many finished goods.

Approximately 35%, 39% and 38% of our net sales for the years ended December 31, 2009, 2008 and 2007, respectively, were from the sale of chemical intermediates. These products include:

Tall Oil Rosins

Our SYLVAROS^® tall oil rosins are used in all major rosin applications for the manufacture of resins for adhesives, inks and roadmarking, emulsifiers for rubber, size for paper and chewing gum.

Tall Oil Fatty Acid (TOFA)

According to ADL, our SYLFAT^® tall oil fatty acids represent approximately 34% of the approximately 500,000 metric tonne global supply of TOFA.

•  TOFA is a key component in additives to improve the lubricity of low-sulfur diesel fuel, preventing engine fuel pump wear.

•  TOFA enables producers of phosphate and phosphoric acid to run their plants more profitably through use as a flotation reagent in apatite mining.

•  TOFA is a component in performance additives to aid the heat resistance of PVC.

•  TOFA is used in alkyd paints, primarily for decorative coatings, helping to bring durability and gloss.

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Distilled Tall Oil (DTO)

According to ADL, our SYLVATAL^® distilled tall oils account for approximately 24% of the approximately 70,000 metric tonne global market for DTO. DTO is primarily used as an emulsifier for metalworking fluids, where in many cases it replaces less environmentally friendly hydrocarbon-based chemicals.

Dimer Acids

Our UNIDYME^® dimer acids are used for the production of polyamide resins for epoxy coatings, flexographic inks, and high performance adhesive applications. In addition, dimer acids are building blocks in the production of corrosion inhibitors and emulsifiers for the production and recovery of petroleum and natural gas. According to ADL, we had approximately 19% of the approximately 170,000 metric tonne market for dimer acids in 2009, considering both captive and merchant consumption. Major competitors in this area include producers of dimer acid from other feedstocks such as rapeseed and cottonseed oil, and other producers of TOFA-based dimers. We are the only producer of dimer acids that is both backward-integrated to CTO and forward-integrated to polyamides.

Curing Agents

Our UNI-REZ^® polyamide curing agents are used to cure (harden) epoxy resins, primarily those used in marine and protective coatings. They are based on TOFA-derived dimer.

Sources and Availability of Raw Materials

We use three primary raw materials in our operations: CTO, CST and D-limonene, which together represented 68% of our total raw material purchases for 2009. When we refer to CTO in this prospectus, we are generally referring to CTO and BLS, a precursor to CTO that we have the ability in the United States to upgrade into CTO, together. Other raw materials used in our production processes include a variety of organic and inorganic chemical intermediates, including pentaerythritol, ethylene amines, phenol, alpha-methyl-styrene and gum rosin.

CTO and CST

CTO and CST are co-products of the kraft pulping process used for softwood paper manufacturing. CTO and CST represented 68% and 64% of our total raw material purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. The majority of the world’s CTO and CST supply is located in North America and Europe, though we expect that additional supply will develop in regions such as Russia and South America. Substantially all of the global CTO and CST supply is consumed by the producers of CTO and CST or sold pursuant to long-term supply agreements, and CTO and CST are not generally available for purchase on the open market.

In connection with the Acquisition, we entered into long-term CTO and CST supply contracts pursuant to which International Paper agreed to sell to us, and we agreed to purchase from them, 100% of the CTO and CST produced at their U.S. paper mills. We also have the option to acquire CTO and CST produced at future International Paper paper mills worldwide. The purchase price for CTO is determined by reference to the price of natural gas and fuel oil, while the purchase price for CST is fixed, subject to adjustment every three years based on changes in market price. These contracts provided us with approximately 20% and 27% of our global CTO and CST purchases for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. These contracts are terminable by either party on February 28, 2027 and each anniversary thereafter, subject to a five-year notice requirement.

We also satisfy our CTO and CST requirements through short-term contracts with other major pulp and paper manufacturers in the United States, Europe and Russia. Additionally, CTO, CST and pitch, a by-product of the CTO refining process, possess inherent fuel properties and can be burned

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by mills for use in their operations. We maintain agreements with pulp and paper manufacturers in Europe that enable us to exchange our pitch by-products for their CTO. These agreements enable us to both maximize our CTO supply and sell our pitch by-products, while enabling our suppliers to ensure that they have adequate supplies of renewable fuel for their mills.

CTO prices in Europe are directly correlated with oil prices on a three month lag, with contract prices based on the average oil price for the previous quarter. During the 2006 to 2008 period, CTO prices in Europe steadily increased along with oil prices. Brent Crude prices averaged $65 per barrel in 2006, $72 in 2007 and $98 in 2008 after having peaked at $135 in July 2008 and ending the year at $44. The significant decline in oil prices during the fourth quarter of 2008 reduced CTO prices in the first quarter of 2009, and CTO prices continued to decline through June 2009. The average Brent Crude price for 2009 was $62 per barrel. European CTO prices are also impacted by the Euro to U.S. dollar exchange rate relevant to its impact on oil price, as well as carbon dioxide emission trading fees and supply and demand. During the third and fourth quarters of 2009, average Brent crude oil prices increased 16% and 9%, respectively, from the prior quarter. Average CTO prices in Europe during the first quarter of 2010 were 7% higher than during the fourth quarter of 2009.

CTO prices in North America are driven by a mixed basket of energy prices including oil, natural gas and coal, as well as supply and demand. Energy price changes impact North American CTO prices on a longer lag than in Europe, averaging between three and six months depending on the supplier mix. During 2006, North America CTO prices increased consistently with higher energy costs, and remained relatively stable through 2008, despite higher energy prices, as a result of management of supply mix. During the first half of 2009, our prices declined along with energy prices and we experienced lower demand. However, during the second half of 2009, natural gas prices increased 31% as compared to the first half of 2009, and average CTO prices in North America during the first quarter of 2010 were 8% higher than during the fourth quarter of 2009.

We believe we are currently well positioned to acquire the CTO and CST required for our operations.

For information regarding risks associated with our supply of CTO and CST, see “Risk Factors — Risks Related to Raw Materials”.

D-limonene

D-limonene is a by-product of the citrus industry and represented 4% of our total raw material purchases in 2009. We satisfy the majority of our D-limonene requirements through purchases from several producers in Brazil, and have the ability to supplement this supply with D-limonene from Florida.

The supply of D-limonene may be affected by seasonal changes and weather, such as hurricanes or other disruptive weather patterns. If the supply of D-limonene is reduced as a result of such a disruption, the price of D-limonene will generally increase as a result of the reduced supply.

Competition

We compete with a number of other pine chemical manufacturers, including refiners of CTO and CST, such as Meadwestvaco Corporation and Georgia-Pacific LLC in North America and Forchem Oy and Les Dérivés Résiniques et Terpéniques in Europe and companies that process gum rosin, including Hexion Specialty Chemicals, Inc. Depending on the market into which we are selling, we also compete with companies that refine and upgrade hydrocarbons and vegetable oil. Our hydrocarbon-based competitors include ExxonMobil and Eastman, and our vegetable oil-based competitors include Cognis GmbH, Croda International Plc, Oleon N.V. and Procter & Gamble, Chemicals Division.

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In the adhesives and inks markets, our TOR-based resin products compete against gum-rosin and hydrocarbon-based resins. In particular, several of our hydrocarbon-based competitors produce metallocene polymers that directly compete with our tackifier resins for use in hot melt packaging adhesives.

In the tires and rubber market, where we market our SYLVARES^® tire tread enhancement additives that optimize wet grip performance, fuel economy and tire life, several of our competitors offer hydrocarbon and terpene-based alternatives.

In each of our target markets, we compete on the basis of a range of factors, including product quality, speed of service from order to delivery, breadth of product availability, technical support and price. We also believe our customers base their decisions on a supplier’s ability to design and produce customized products (an area which we will increasingly focus on as we execute our business strategy to develop higher margin, higher value products targeted at specific customer needs) and the environmentally sustainable nature of pine chemicals compared to hydrocarbon-based alternatives.

Seasonality

Historically, our business has been subject to seasonal fluctuations of raw material inventory, due to the seasonal trends in availability of CTO and CST. Yields of CTO and CST are higher during the first half of the year due to the natural growth and associated chemical yield cycles of trees in addition to higher yields from kraft pulping during the cooler months. CTO and CST receipts rise during the first and second quarters, generally peaking during the early summer. In addition our business has seasonal fluctuations associated with customer demand. In preparation for stronger demand in our markets during the second and third quarters of the year, we build inventory of finished goods which generally peaks in the second quarter. Many factors drive the increase in demand in the second and third quarters, including the holiday printing season (affecting our customers in the inks market) and the seasonality of the roadmarking and construction industries, which see increased activity in warmer months. As a result, demand and consequently sales have been historically lower in our first and fourth quarters.

Marketing, Research and Development and Sales

Our marketing, research and development, and sales functions are organized to optimize our ability to develop new products and new applications based on a thorough and informed understanding of our markets and the chemistries used in our business. We have established cross-functional, market focused teams, the core of which are members of our research and development and marketing functions, supplemented by additional members from other functions such as sales, manufacturing and finance. The team members interview our customers and prospective customers to understand their needs and, by targeting our development of new products on these requirements, we create mutual value. By maintaining an ongoing dialogue with our clients throughout the product development cycle, our cross-functional teams enable us to focus our development efforts on higher value products and applications.

We currently have six cross-functional teams, one working in each of our six target markets: adhesives, inks (for flexible packaging), tires and rubber, roads and construction, consumer products and renewable energy.

Marketing

Our marketing team is charged with maintaining our leadership position within existing markets and profitably expanding our presence in new markets. Our cross-functional teams are responsible for identifying unmet customer needs in our target markets, and our marketing personnel work directly with our customers and our research and development personnel to develop products and applications to meet the needs identified.

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We have recently hired a director of strategic planning and growth to support our cross-functional teams and to drive these efforts.

Research and Development

We primarily conduct our research and development activities in laboratories at our facilities located in Savannah, Georgia, and Almere, The Netherlands.

Through the open and ongoing dialogue our cross-functional teams maintain with our customers, we are able to ensure that our resources are optimally utilized. We use a portfolio management system and the Stagegate^® process to ensure that priority is given to the highest return projects, that we maintain an optimal mix of long and short term projects and that we appropriately balance the risk profiles of these projects. Our research and development personnel develop new products in response to customer needs and provide technical service to our customers, which enhances customer relations. Additionally, we employ process engineers who work with our research and development personnel to safely and efficiently transition products from the development phase to full-scale manufacturing, and who assist in the identification and development of new process technology and approaches. We maintain a pilot plant at our Savannah, Georgia facility to provide production scaling and to evaluate manufacturing capability during the transition from research to production.

We employ over 50 scientific professionals, many of whom hold Ph.D. degrees, who are dedicated to our research and development function. Over the past five years we have applied for 61 U.S. and 18 Patent Cooperation Treaty patents. Products that we have developed in the last five years generated approximately 10% of our net sales in 2009.

We spent $3.5 million, $4.0 million and $4.4 million for research and development for the years ended December 31, 2009, 2008 and 2007, respectively. We plan to double our research and development and marketing resources and related spending within the next three years to enable us to execute our growth strategy through the development of new products and applications.

Sales

Our sales network consists of a direct sales force covering 13 countries and a network of distributors and agents in over 50 countries. Our sales personnel are primarily responsible for maintaining our relationship with our customer base and coordinating contact between our customers and our research and development and marketing functions. We use third-party distributors where distributors have existing platforms and the use of distributors is cost effective.

Our direct sales force, which was responsible for 93% of net sales in 2009, is highly developed in North America and Europe. Numbering 20 globally, our sales account managers have a strong practical knowledge of the markets they serve with an average of more than 10 years of experience in the relevant industry. The technical knowledge of our sales force and their close alignment with our research and development and marketing functions allow us to provide product and service options to specifically meet customers’ individual requirements.

We maintain representative offices in Miami, Florida, San Juan del Rio, Mexico, Singapore, Shanghai, People’s Republic of China and St. Petersburg, Russia.

We maintain an extensive network of distributors to serve our customers in Latin America and the Asia Pacific region. We are in the process of consolidating our distributor network to create a more effective and efficient channel to manage certain of our existing clients and products and to enable our direct sales personnel to focus on developing the high growth businesses we are targeting.

In 2009, approximately 42% of our net sales were to customers in the United States and Canada, 49% to customers in Europe, the Middle East and Africa, 5% to customers in Asia and 4% to customers in Latin America. See Note 19 of our consolidated financial statements for information regarding our North America and Europe segments and for geographic reporting for the years ended

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December 31, 2009 and 2008 and for the ten-month and two-month periods ended December 31, 2007 and February 28, 2007, respectively.

Patents, Trademarks, Copyrights and Other Intellectual Property Rights

We rely on a variety of U.S. and non-U.S., registered and unregistered, intellectual property rights in the conduct of our business, including patents, trademarks and trade secrets. As of March 31, 2010, we held 354 granted patents (consisting of 96 U.S. granted patents and 258 non-U.S. granted patents) and had 128 patent applications pending worldwide. Patents are generally in effect for a period of 20 years after the filing date, and therefore, assuming most of these applications will be granted, a significant portion of our patent portfolio is expected to remain in effect for a long period. The issued patents and the patent applications have been issued and applied for, respectively, in the United States and other countries. In the five years ended December 31, 2009, we filed 61 patent applications in the United States and 18 Patent Cooperation Treaty patent applications. We do not expect that the expiration of any single patent or specific group of patents would have a material impact on our business. Our material trademarks are expected to remain in effect unless we decide to abandon any of them, subject to possible third-party claims challenging our rights. Similarly, our trade secrets are expected to preserve their status as such for as long as they are the subject of reasonable efforts, on our part, to maintain their secrecy.

As a result of developing products and markets with selected customers, we have six patent families that are jointly-held with certain of our customers. These patents are in the areas of tackifiers for adhesives and specialty polyamides for fragrance formulations. At the time of such product and/or market development, we entered into written agreements with these customers that limit the rights of each party with respect to jointly developed inventions and inventions made with the confidential information of the other party. These written agreements were made in exchange for exclusive licenses or supply agreements, for limited times.

As a general matter, our trade names are protected by trademark laws. We maintain a number of trademarks, including “AQUATAC^®”, “CENTURY^®”, “SYLVABLEND^®”, “SYLVACLEAR^®”, “SYLVACOTE^®”, “SYLFAT^®”, “SYLVAPINE^®”, “SYLVAPRINT^®”, “SYLVARES^®”, “SYLVAROS^®”, “SYLVATAL^®”, “UNIDYME^®”, “UNIFLEX^®”, “UNI-REZ^®” and “ZONATAC^®”, which are registered in the United States and in other countries.

We have accumulated a substantial amount of technical and business expertise. Our expertise includes product development, design and formulation, information relating to the applications in which our products are used, process and manufacturing technology, including the process and design information used in the operation, maintenance and debottlenecking of our manufacturing facilities, and the technical service that we provide to our customers. We hold extensive discussions with customers and potential customers to define their market needs and product application opportunities. Where necessary, we have implemented trade secret protection for our technical knowledge through non-analysis, secrecy and related agreements.

Properties

Our principal executive offices are located at 4600 Touchton Road East, Building 100, Suite 1500, Jacksonville, Florida 32246 and at Transistorstraat 16, 1322 CE Almere, The Netherlands.

We believe that our properties and equipment are generally in good operating condition and are adequate for our present needs. Production capacity at our sites can vary depending on feedstock, product mix and operating conditions.

Substantially all of our properties are pledged as collateral to secure our obligations under our credit agreements.

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The following table sets forth our principal facilities. Because our manufacturing properties include a significant amount of plant equipment that is not located in buildings, we provide the acreage of these properties in addition to the square footage of the buildings located on the property. The size of executive and administrative offices is provided in square feet.

Properties Servicing our North American Segment
	Owned or			Square
Location	Leased	Acreage		Footage		Function	Principal Products
Jacksonville, Florida United States	Leased		N/A		27,592	Executive and Administrative	—
Panama City, Florida United States	Owned		37		104,854	Manufacturing	Rosin Resins Dispersions Rosin Soap Terpene Resins
Pensacola, Florida United States	Owned		21		64,109	Manufacturing	Terpene Phenolics
Valdosta, Georgia United States	Owned		35		81,089	Manufacturing	Rosin Resins Resins Solutions
Savannah, Georgia United States	Owned		56		115,900	R&D and Manufacturing	Rosin Resins Solution Resinates
Dover, Ohio, United States	Owned		153		160,249	Manufacturing	Fatty Acid Dimers Polyamides Fatty Acid Esters Fatty Acid Upgrades Castor Oil Upgrades
Properties Servicing Our European Segment
	Owned or			Square
Location	Leased	Acreage		Footage		Function	Principal Products
Almere, The Netherlands	Leased		N/A		42,590	Executive and Administrative and R&D	—
Oulu, Finland	Owned		24		173,456	Manufacturing	Rosin Resins Rosin Soap Dispersions
Chester-le-Street, United Kingdom	Owned		8		57,458	Manufacturing	Dimer Specialty Fatty Acid
Niort, France	Owned		23		186,388	Manufacturing	Upgrading Adhesives Upgrading Inks
Sandarne, Sweden	Owned		66		293,788	Manufacturing	Rosin Esters Dispersions
Gersthofen, Germany	Owned		4		39,116	Manufacturing	Disproportionated Rosin

Leases

We lease our Jacksonville, Florida property pursuant to a lease agreement with FDG Deerwood North LLC. We recently amended this lease to extend its term to March 1, 2016, and we have the option to renew the lease for two additional terms of five years each.

We lease our offices in Almere, Netherlands pursuant to two lease agreements. The first lease agreement, with N.V. Hypothecair Belang Gaasperdam I, expires on November 1, 2014. At the end of the lease period, we have a right to purchase the leased property. The second lease is with Lobevis Vastgoed B.V. The first period of the lease ends April 30, 2012. We have the right to terminate the

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lease upon expiration of the first period if we provide one year’s notice and pay a penalty. If we do not terminate the lease, the second period of the lease will begin immediately and end on October 31, 2014. We or the landlord may terminate the lease upon expiration of the second period, provided that the terminating party provides one year’s notice. If neither party provides notice of termination, the lease will renew for five year periods following October 31, 2014.

Although we own our BLS acidulation facility located in Savannah, Georgia, this facility is located on land that we lease from International Paper. This lease expires on February 28, 2057.

Although we own our Oulu, Finland facilities, these facilities are located on land that we lease from Enso Oy. This lease expires on August 31, 2046, and we have the option to extend the term until August 31, 2095.

Employees

As of March 31, 2010, we had 1,070 employees worldwide, including 671 employees in the United States and 392 employees in Europe. Approximately 50% of our employees are management, professional and administrative employees and 50% are hourly employees who principally work in our manufacturing plants.

Approximately 54% of our employees in the United States are represented by unions, and all bargaining unit jobs are limited to those of our hourly-paid manufacturing employees. In Europe, nearly all of our employees are represented by local works councils or national labor unions, with the exception of senior management at each location.

In the United States, we have entered into several new collective bargaining agreements with our unions, including a contract at our Dover, Ohio facility that is terminable on February 11, 2015 and each anniversary thereafter, a contract at our Panama City, Florida facility that is terminable on May 13, 2014 and each anniversary thereafter, a contract at our Pensacola, Florida facility that is terminable on July 18, 2013 and each anniversary thereafter and a contract at our Valdosta, Georgia facility that is terminable on February 13, 2013 and each anniversary thereafter. We are currently in negotiations with the United Steelworkers Union with respect to our Savannah, Georgia facility.

We believe that our relationship with our employees is satisfactory.

Information Systems

We have implemented an SAP ECC 6.0 ERP system as an upgrade to our current SAP 4.6 system in the United States and as a replacement of our prior system in Europe. The implementation of SAP ECC 6.0 supports our business strategy by establishing standardized processes and procedures across our operations.

In connection with upgrading our ERP software, we are also upgrading our technical infrastructure to support an anticipated increase in transaction processing. We currently maintain two data centers, one in Jacksonville, Florida and a second in Almere, The Netherlands. The data stored in these centers is redundant, meaning each data center stores the same information, which reduces the risk of a network outage and protects us from a disaster recovery perspective. Additionally, we are improving our network to handle anticipated increases in traffic, and are implementing a new data backup solution to improve data backup and recovery services.

Environmental, Health and Safety Regulation

We are subject to extensive environmental, health and safety, or EHS, laws and regulations in the United States, the European Union and elsewhere our operations are located. Many of these laws and regulations impose requirements relating to air emissions, wastewater discharges, the use, handling and disposal of hazardous materials and wastes, exposure to chemicals and other hazards, occupational health and safety, including dust control, and the investigation and clean-up of

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contamination. Our facilities are required to obtain and comply with a wide variety of environmental permits and authorizations for different aspects of our operations. Environmental laws can impose liability for violations or in the event of harm to people, natural resources or property, and provide for substantial fines, injunctions and potential civil and criminal sanctions for violations. Our products, and the raw materials we handle, are also subject to stringent industrial hygiene regulations and assessments. The nature of our operations exposes us to risks of liability pursuant to these laws and regulations as a result of the production, handling, use, storage, transportation and sale of materials that can cause contamination or personal injury when handled improperly or released into the environment.

Generally these environmental laws and regulations are becoming increasingly stringent and the cost of compliance with EHS requirements can be expected to increase over time. In particular, the European Union’s Registration, Evaluation and Authorization of Chemicals, or REACH, directive which requires the registration and evaluation of potential environmental and health impacts of chemicals manufactured in or imported to the European Union, became effective in the European Union in 2007. REACH will impose additional costs on the chemical industry over the next 10 to 15 years and may affect customer demand for certain of our products or our ability to continue to manufacture and sell particular products in the European Union. We estimate our total cost of compliance with REACH through the end of 2018 will be approximately $7.8 million. In addition, restrictions on the emission of greenhouse gas emissions in the European Union, which will become increasingly strict in future years, and pending legislative and regulatory initiatives in the United States and elsewhere could also increase our cost of production, affect the cost or availability of feedstock or otherwise adversely affect our operations. Our operations in Europe are subject to binding caps on carbon dioxide emissions imposed by Member States of the European Union. Such measures could result in increased costs for us to operate and maintain our facilities. In the United States, various bills and regulatory initiatives have been introduced that would regulate emissions of carbon dioxide and other greenhouse gases from industrial facilities. Although we believe that greenhouse gases may be regulated in the near future, we cannot yet predict the effect of any such regulation on our operations.

We believe that we are in material compliance with all current environmental laws and regulations. We currently estimate that any expenses incurred in maintaining compliance with these requirements will not materially affect our results of operations or cause us to materially exceed our level of anticipated capital expenditures. However, regulatory requirements or permit conditions may change, and we cannot predict the costs of additional measures that may be required to maintain compliance as a result of future changes or expenses.

Environmental laws and regulations in various jurisdictions also can impose obligations to clean up contamination from current or historic operations. Under some circumstances, the current owner or operator of a site can be held responsible for the entire cost of the remediation of past contamination regardless of fault and regardless of whether the activity was legal at the time that it occurred. We can also be held liable for the remediation of contamination at offsite locations, including waste disposal sites that have been affected by past operations. Evaluating and estimating the potential liability related to site remediation projects involves significant uncertainties, and many of our facilities have been affected by contamination from historic operations.

Environmental contamination in excess of regulatory standards is known to exist at certain of our facilities, including our current and former facilities located in Dover, Ohio, Panama City, Pensacola and Port St. Joe, Florida, Savannah and Valdosta, Georgia, Sandarne, Sweden, Oulu, Finland, Niort, France and Gersthofen, Germany. We are also aware that we will be required to incur costs in connection with the closing of a landfill at a site we acquired from Stora Enso in Sandarne, Sweden, though we do not currently expect the costs to be incurred in connection with this landfill or environmental contamination at any of our other sites to be material. Although resolution of environmental liabilities will require future cash outlays, it is not expected that such outlays will materially impact our liquidity position, although there can be no assurance that such impacts could not occur. In

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accordance with GAAP, as of March 31, 2010, we have accrued a $4.0 million reserve for environmental liabilities.

While we recognize that we may, in the future, be held liable with respect for remediation activities beyond those identified to date, at present we are not aware of any circumstances that are reasonably expected to give rise to remediation claims that would have a material adverse effect on our results of operations or cause us to exceed our projected level of required remedial expenditures.

Legal Proceedings

On February 26, 2010, Arboris, LLC filed a lawsuit against Arizona Chemical Company and Arizona Arboris, Inc. in the United States District Court, Middle District of Florida regarding claims for relief under U.S. antitrust statutes as well as a series of claims related to a tall oil pitch supply agreement and a ground lease we entered into with them. In its complaint, which it amended on April 28, 2010, Arboris, LLC seeks injunctive and declaratory relief, damages plus interest, costs and attorneys’ fees and punitive damages under U.S. antitrust statutes. We believe we have strong defenses to these claims based in part upon the advice of counsel, and we do not believe these claims will have a material adverse affect on our business or results of operations.

For more information regarding our relationship with Arboris, LLC, see Note 14 of our consolidated financial statements included elsewhere in this prospectus.

Additionally, while we are involved from time to time in litigation and governmental actions arising in the ordinary course of business, we are not aware of any actions which we believe would individually or in the aggregate materially adversely affect our business, consolidated results of operations, financial position or cash flows.

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MANAGEMENT

Directors and Executive Officers

Set forth below are the names and ages of individuals who currently serve as our directors and executive officers. Each person named below has held the position indicated since our initial organizational meetings held on February 16 and 17, 2010.

Name	Age		Position
Leonard Berlik		62	Director
John R. Bolton		61	Director
Petter Johnsson		36	Director
Dr. Jochen Krautter		67	Director
Gerald Marterer		64	Director
Sebastien Mazella di Bosco		31	Director
Eytan Tigay		42	Director and Chairman of the Board of Directors
Cornelis Verhaar		56	Director, President and Chief Executive Officer
Frederic Jung		46	Vice President and Chief Financial Officer
Gary Reed		50	Vice President and General Manager — North America
Juhani Tuovinen		54	Vice President and General Manager — Europe
Dick Stuyfzand		49	Vice President and General Counsel
David Cowfer		50	Vice President, Human Resources and Corporate Communications
Glenda Haynes		50	Vice President, Internal Audit
Gary Garland		55	Vice President, Tax
Kellie Hardee		41	Treasurer
Astrid van der Valk		54	Corporate Controller

Leonard Berlik has been a member of the Board of Managers of AZ Chem Investments LLC, the general partner of AZ Chem Investments Partners LP, our parent, since May 16, 2007. He was previously an executive vice president of Imperial Chemical Industries PLC and the Chief Executive Officer of Uniquema BV from March 1, 2000 until June 1, 2006. He also served as Executive Vice President, Adhesives for National Starch & Chemical from April 1, 1996 until February 1, 2000. Throughout Mr. Berlik’s distinguished career in the chemical industry, he has focused on the adhesives markets, working in The Netherlands, the United States, Singapore, England and Germany. Mr. Berlik also serves on the Board of Directors for Nizo Food Research BV, Celerant Consulting, Oxea, SARL and Kolb, AG. He has a BS degree from the University of Tennessee and an MBA from Xavier University. Mr. Berlik’s extensive senior management experience in the chemical industry, along with experience gained from his numerous board memberships, led us to the conclusion that he should serve as a member of our Board of Directors.

John R. Bolton has been a member of the Board of Managers of AZ Chem Investments LLC since January 20, 2010. Mr. Bolton is currently a senior fellow at the American Enterprise Institute. He served as the United States Permanent Representative to the United Nations from August 1, 2005 until December 9, 2006. He also served as Under Secretary of State for Arms Control and International Security from June 2001 until May 2005 during the administration of President George W. Bush. Mr. Bolton is an attorney and has been “of counsel” to the law firm of Kirkland & Ellis since June 16, 2008. He currently serves on the Board of Directors of Diamond Offshore Drilling, EMS Technologies and TRACON Pharmaceuticals. Mr. Bolton has had a distinguished career in public service and is a graduate of Yale College and Yale Law School. Mr. Bolton’s legal experience and board experience, together with his public service, led us to the conclusion that he should serve as a member of our Board of Directors.

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Petter Johnsson has been a member of the Board of Managers of AZ Chem Investments LLC since November 21, 2009. Mr. Johnsson began working for Rhône Group in 2002 and became a Managing Director in 2008. Previously, Mr. Johnsson worked for Morgan Stanley Capital Partners where he evaluated businesses and executed investments in a wide range of industries. Since October 22, 2009, Mr. Johnsson has served on the Board of Directors of Venice Holdings s.r.l. He received a Master of Science in Economics and Business from the Stockholm School of Economics and an MBA with high distinction (Baker Scholar) from Harvard Business School. Mr. Johnsson’s broad experience in the financial sector led us to the conclusion that he should serve as a member of our Board of Directors.

Dr. Jochen Krautter has been a member of the Board of Managers of AZ Chem Investments LLC since July 26, 2007. He has 34 years of experience in the global chemical industry with the Henkel Group, where he served as Executive Vice President on the Management Board of Henkel KGaA in Dusseldorf from 1992 to 2007. Now retired, Dr. Krautter was a personal liable partner with Henkel KGaA from May 2000 until his retirement on December 31, 2007 and remains obligated under this condition until December 31, 2012. Prior to his tenure as Executive Vice President of Henkel KGaA, Dr. Krautter held numerous senior leadership positions with the Henkel Group, including Chief Financial Officer of the Henkel Group, the Managing Director of Henkel Belgium S.A. and Henkel Nederland B.V. and Corporate Senior Vice President Logistics of Henkel KGaA. He also held several sales and marketing roles within Henkel’s Detergents division. Dr. Krautter previously served on the boards of Clorox Company, Loctite, Inc. and Ecolab Inc, although all these board terms have now expired. Dr. Krautter graduated magna cum laude with a Master’s degree from the Technical University of Karlsruhe and summa cum laude with a PhD from the University of Mannheim. Dr. Krautter’s extensive senior management experience in the global chemical industry led us to the conclusion that he should serve as a member of our Board of Directors.

Gerald Marterer has been a member of the Board of Managers of AZ Chem Investments LLC since March 7, 2007. Mr. Marterer served as President and Chief Executive Officer of Arizona Chemical from March 1, 2007 until his retirement on August 31, 2008. He previously served for more than 35 years in various senior management roles with International Paper, including President of International Paper Asia, Vice President of Quality and Vice President of the Industrial Papers Division. He joined Arizona Chemical, which was at the time a wholly owned subsidiary of International Paper, in 2002 as the Vice President. He later led the divestiture effort that culminated in Rhône Capital’s ownership of Arizona Chemical in March 2007. Mr. Marterer received his undergraduate degree in Economics from Clarion University and an MBA from Gannon University. Mr. Marterer’s experience leading Arizona Chemical, as well as his extensive experience in senior management roles at International Paper, led us to the conclusion that he should serve as a member of our Board of Directors.

Sebastien Mazella di Bosco has been a member of the Board of Managers of AZ Chem Investments LLC since June 5, 2008. He joined Rhône Group in 2005. Mr. Mazella di Bosco previously worked in the investment banking department of Lazard Frères in the Paris and New York offices from September 1, 2002 until July 30, 2005, advising clients on mergers and acquisitions with a primary focus on the consumer, food and retail sectors. He has been a member of the Board of Directors for Greek Directories Holdings and Directory Services S.A. since May 2008. Mr. Mazella di Bosco is a graduate of HEC Paris and holds a BA in Philosophy from La Sorbonne. Mr. Mazella di Bosco’s extensive experience in the financial sector and his experience gained from his board memberships led us to the conclusion that he should serve as a member of our Board of Directors.

Eytan Tigay has been a member and chairman of the Board of Managers of AZ Chem Investments LLC since March 7, 2007. Mr. Tigay joined Rhône Group as a Managing Director in 2007. Prior to 2007, he was a Managing Director of Lazard LLC and worked in several of its private equity fund management businesses. Mr. Tigay also headed Lazard’s strategic planning efforts and played a leadership role in its initial public offering. He joined Lazard in 1989. Mr. Tigay received a BA, magna cum laude, in Economics from the University of Pennsylvania. Mr. Tigay’s extensive senior

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management experience in the financial sector led us to the conclusion that he should serve as a member of our Board of Directors.

Cornelis Verhaar has been a member of the Board of Managers of AZ Chem Investments LLC since he was appointed President and CEO upon joining Arizona Chemical on September 1, 2008. His experience includes nearly 30 years of executive leadership in the global chemical industry, most recently as Executive Vice President of Hexion Specialty Chemicals, where he was responsible for the company’s epoxy and coating resins business from 2006 through August 2008. Prior to joining Hexion, he held senior management positions at companies including Noveon, Inc., Johnson Polymer, DeVoe Coatings, and ESHA Group. Mr. Verhaar received his Masters in Economics from the University of Amsterdam. Mr. Verhaar’s experience in the global chemical industry, his technical expertise and his senior management experience led us to the conclusion that he should serve as a member of our Board of Directors.

Frederic Jung has been Vice President and CFO of Arizona Chemical since December 1, 2008. From April 1, 2005 to November 30, 2008, he served as Corporate Controller of Nalco Company, a $4 billion global producer of specialty chemicals and services for water and waste treatment and industrial processes. He also held the position of CFO for Nalco’s EMEA operations from May 1, 2002 until March 1, 2005. Prior to joining Nalco in January 2000, Mr. Jung held several positions with Bombardier Aerospace, Waste Management, Inc. and SAE Americas, Inc. Mr. Jung is a graduate of Ecole Superieure Libre de Sciences Commerciales Appliquees, a business school in France, and holds an MBA from the University of Connecticut.

Gary Reed has been Vice President and General Manager — North America of Arizona Chemical since April 1, 2007. Mr. Reed began his career with Union Camp in 1982 at the Savannah, GA, Pulp and Paper mill where he held a number of operational management roles. In 1998, he moved to Union Camp Chemicals, which was acquired by Arizona Chemical in 1999. He has held several positions at Arizona Chemical, including Site Manager — United Kingdom from August 1, 1998 until June 2001, Inks & Coatings Business Manager from June 1, 2002 until September 1, 2004 and Director of Marketing — U.S. from October 1, 2004 until March 31, 2007. Mr. Reed became a member of the Board of Management of Arboris, LLC on March 1, 2010. Mr. Reed holds a degree in Chemical Engineering from the University of Florida.

Juhani Tuovinen has been Vice President and General Manager — Europe of Arizona Chemical since March 1, 2007. Mr. Tuovinen began his career at United Paper Mills in 1980, working in research and development and commercial management roles in Finland and Germany. Mr. Tuovinen joined Forchem Oy, a joint venture between StoraEnso and United Paper Mills in 1994, which was acquired by Arizona Chemical several years later. He has held a number of key sales and marketing positions with Arizona Chemical, including European Business Manager for Paper Chemicals from March 1, 1997 until April 30, 1999 and European Business Manager for Adhesives from May 1, 1999 to June 30, 2005. He was also Managing Director for Europe and the Business Manager — Adhesives from February 1, 2002 until February 28, 2007. Mr. Tuovinen graduated with a Masters degree from the Helsinki University of Technology with a concentration in Chemical Engineering/Polymer Chemistry.

Dick Stuyfzand has been Vice President and General Counsel of Arizona Chemical since January 19, 2009. Prior to joining Arizona Chemical, he was Legal Director of Schweppes International from May 27, 2002 until December 31, 2008. He has over 20 years of international experience in various industries with private and public companies, including a major law firm and Royal Ahold in The Netherlands and Cadbury Schweppes in the U.K. Mr. Stuyfzand earned his law degree from the University of Utrecht in The Netherlands.

David Cowfer has been Vice President, Human Resources and Corporate Communications of Arizona Chemical since March 1, 2007. Prior to joining Arizona Chemical as Director of Human Resources on June 1, 1999, Mr. Cowfer had been Business Human Resources Manager for the Fine Papers Division of International Paper since June 1, 1996. He has over 28 years of human resources

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leadership experience with private and public companies, including International Paper, Eaton Corporation and Westinghouse Electric Corporation. Mr. Cowfer is a graduate of the Pennsylvania State University with a degree in Journalism.

Glenda Haynes has been Vice President, Internal Audit of Arizona Chemical since November 1, 2009. She joined Arizona Chemical in 1988. Ms. Haynes served as Vice President of Treasury from March 1, 2007 until October 31, 2009. She has held numerous senior management positions in Finance at Arizona Chemical and has led several key enterprise-wide projects during her tenure, including the March 2007 divestiture and integration with Rhône Capital. She is a graduate of Texas A&M University with a degree in Management and is a Certified Public Accountant.

Gary Garland has been Vice President, Tax of Arizona Chemical since March 25, 2008. Mr. Garland was Vice President, Taxes for Formica Corporation from November 19, 2003 until March 24, 2008 and was Director for Tax Technologies, Inc. He also served as Partner, International Tax Services at Deloitte & Touche LLP, and Assistant Tax Director at AT&T. Mr. Garland holds a Master’s degree in Taxation from the University of Cincinnati and a Bachelor’s degree in Accounting from Wright State University and is a Certified Public Accountant.

Kellie Hardee has been Treasurer of Arizona Chemical since November 1, 2009. She has provided treasury, finance and accounting services for Arizona Chemical since January 29, 2007. Prior to joining Arizona Chemical, she was Vice President, Finance and Treasurer for Winn-Dixie from June 12, 2000 until December 31, 2006. Ms. Hardee has previously worked for Arthur Andersen as an Audit Manager, Armor Holdings as a Controller and PSS Word Medical as a Senior Accountant. Ms. Hardee holds both a Bachelor’s and a Master’s degrees in Accounting from Florida State University and is a Certified Public Accountant.

Astrid van der Valk has been Corporate Controller of Arizona Chemical since December 1, 2009. Prior to joining Arizona Chemical, she served as Senior Vice President and Sector Controller for Philips Healthcare from August 1, 2005 until April 1, 2009. She has over 30 years of international finance experience in various industries with Royal Phillips Electronics and AT&T including Chief Financial Officer for AT&T-NSI’s Public Switching Systems business in Europe from 1990 until 1994. She holds a Bachelor’s degree in Business Economics from HEAO in The Hague and a Master’s degree in Business Economics from Erasmus University in Rotterdam, The Netherlands.

The Board of Directors

Our current board of directors has eight members, including three members, Messrs. Krautter, Berlik and Bolton, who qualify as “independent” under NYSE and SEC rules.

Our board of directors is divided into three classes, each of whose members serve for a staggered three-year term. Upon the expiration of the term of a class of directors, directors in the class will be up for election for three-year terms at the annual meeting of stockholders to be held in the year in which the term expires.

Under our bye-laws, board members are elected by the shareholders.

Controlled Company

After the completion of this offering, Rhône Capital will continue to control a majority of our outstanding common shares. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including:

•  the requirement that a majority of a board of directors consist of independent directors;

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•  the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•  the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•  the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, our Corporate Governance and Nominating Committee and our Compensation Committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Committees of the Board of Directors

We currently have four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Executive Committee.

Audit Committee.  Our Audit Committee consists of Messrs. Krautter, Berlik and Bolton, with Mr. Krautter as chairperson. SEC and NYSE rules require us to have one independent audit committee member upon the listing of our common shares on the NYSE, a majority of independent directors within 90 days of the date of such listing and all independent audit committee members within one year of the date of such listing. Our board of directors has affirmatively determined that each member of our Audit Committee meets the definition of “independent director” for purposes of serving on an audit committee under applicable SEC and NYSE rules. In addition, Mr. Krautter qualifies as our “audit committee financial expert”.

The Audit Committee will be responsible for, among other things:

•  selecting, hiring and compensating our independent registered public accounting firm, and pre-approving the audit and non-audit services to be performed by our independent registered public accounting firm;

•  reviewing the independent public accounting firm’s qualifications, independence and performance;

•  reviewing the performance of the internal audit services function;

•  discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;

•  reviewing the adequacy and effectiveness of our internal control policies and procedures;

•  preparing the Audit Committee report and any other disclosures required by the SEC to be included in our annual proxy statement;

•  monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements;

•  setting policies regarding the hiring of current and former employees of the independent registered public accounting firm;

•  discussing types of information to be disclosed in earnings press releases and provided to analysts and rating agencies;

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•  establishing procedures for receipt, retention and treatment of complaints received by the Company regarding accounting or internal controls and the submission of anonymous employee concerns regarding accounting;

•  reviewing and discussing any reports concerning material violations submitted to it by our attorneys or outside counsel pursuant to the SEC attorney professional responsibility rules;

•  discussing with our general counsel legal matters having an impact on financial statements; and

•  reviewing the policy with respect to related party transactions and approving or rejecting proposed related party transactions.

Our board of directors will adopt a written charter for our Audit Committee, which will be available on our corporate website at www.arizonachemical.com upon completion of this offering.

Compensation Committee.  Our Compensation Committee consists of Messrs. Berlik, Johnsson, Tigay and Verhaar, with Mr. Tigay as chairperson.

The Compensation Committee will be responsible for, among other things:

•  reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and making recommendations to the board with respect to the compensation of other members of management;

•  recommending, when appropriate, changes to our compensation philosophy and principles;

•  evaluating overall compensation and benefits programs;

•  overseeing regulatory compliance with respect to compensation matters;

•  recommending to our board any changes in our incentive compensation and equity-based plans that are subject to board approval and overseeing the activities of individuals and committees responsible for administering these plans;

•  reviewing and discussing with management, prior to the filing of the proxy statement or annual report, the disclosures prepared regarding the operations of the committee and our compensation policies, including the CD&A and compensation tables (in addition to preparing a report on executive compensation for the proxy statement); and

•  overseeing our management development and succession planning programs and making recommendations to the board with respect to any aspects of such programs that are subject to board approval.

Our board of directors will adopt a written charter for our Compensation Committee, which will be available on our corporate website at www.arizonachemical.com upon completion of this offering.

Corporate Governance and Nominating Committee.  Our Corporate Governance and Nominating Committee consists of Messrs. Bolton, Marterer and Verhaar with Mr. Verhaar as chairperson.

The Corporate Governance and Nominating Committee will be responsible for, among other things:

•  assisting our board of directors in identifying prospective director nominees, and recommending nominees for each annual meeting of shareholders to the board of directors;

•  reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;

•  reviewing our code of business conduct and ethics, recommending any appropriate changes to the code to the board and reviewing requests for waivers from the code;

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•  overseeing the evaluation of our board of directors and management; and

•  recommending members for each board committee of our board of directors.

Our board of directors will adopt a written charter for our Corporate Governance and Nominating Committee, which will be available on our corporate website at www.arizonachemical.com upon completion of this offering.

Executive Committee.  Our Executive Committee consists of Messrs. Johnsson, Tigay and Verhaar, with Mr. Verhaar as chairperson. The purpose of the committee will be to act, between meetings of the board, with the authority of the board on matters set forth in the committee’s charter. Our board of directors will adopt a written charter for our Executive Committee, which will be available on our corporate website at www.arizonachemical.com upon completion of this offering.

Compensation Committee Interlocks and Insider Participation.  During 2009, the functions of our Compensation Committee were performed by Messrs. Johnsson, Tigay and Verhaar. Mr. Verhaar also served as our President and Chief Executive Officer. No executive officer serves as a member of the board of directors or compensation committee of any entity that has one or more executives serving as a member of our board of directors.

Corporate Governance

Prior to the completion of this offering our board of directors will adopt policies and procedures to comply with the Sarbanes-Oxley Act of 2002 and the rules adopted by the SEC and the NYSE, including a code of conduct and ethics applicable to our officers, directors and employees. Upon completion of this offering, our code of conduct and ethics will be available on our website at www.arizonachemical.com.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation program for our executive officers is designed to attract, retain and provide base compensation and meaningful performance-based incentives for our management. This section includes information and analysis related to the current and future compensation programs for our named executive officers: Cornelis Verhaar, President and Chief Executive Officer; Frederic Jung, Vice President and Chief Financial Officer; Juhani Tuovinen, Vice President and General Manager — Europe; Gary Reed, Vice President and General Manager — North America; and Dick Stuyfzand, Vice President and General Counsel.

Compensation Philosophy

We sustain a “pay for performance” culture for all our salaried employees around the world. We reward strong performance through awards that are directly linked to the achievement of clear and measurable business objectives. We also believe in encouraging ownership and entrepreneurialism among our senior management team members.

Our annual performance management and employee development system, which we refer to as “Waypoint”, is designed to maintain a consistent link between our goals and individual objectives, as well as sustain our pay-for-performance culture. Each year, employees at all levels, including our named executive officers, develop formal objectives and later participate in a mid-year review with their immediate manager and receive an annual performance evaluation that takes into account their view of their own performance, their manager’s assessment and the assessment of other managers who work closely with them.

We believe strongly in market-based total compensation. Until the end of 2009, we had not engaged the services of a compensation consultant. However, in order to ensure that our compensation programs remain competitive, at the end of 2009, we engaged Hewitt Associates, Inc. to conduct an executive compensation survey. This data will be reviewed by the Compensation Committee later this year and any decisions on adjustments will be made at that time. Beginning in 2010 and on a bi-annual basis thereafter, we may engage compensation consultants to survey global companies in our industry and to provide updated and appropriate compensation comparisons for our leadership positions. Our analysis of compensation will consider base salaries, incentive compensation and long-term incentives.

Our goal is to maintain competitive base salaries for our executive team (including our named executive officers), but allow for our performance based incentive systems — both annual and long-term — to be the true drivers of executive compensation and a cornerstone of our business model.

The various elements of compensation for named executive officers and other senior managers are interlinked and decisions made with respect to the objectives of each form of compensation change year to year, depending upon the market conditions and our business goals and other key initiatives. However, we do not have a specified policy allocating between cash and non-cash compensation or different forms of non-cash compensation. Our total compensation program for senior managers are the incentive plans, notably the annual Management Incentive Plan, which we refer to as the “MIP”, and, historically, the longer-term MIV I and MIV II plans (described below). For the named executive officers, the basic elements of compensation — base salary, retirement, health and welfare benefits and other perquisites — are generally aligned with industry norms and, in most cases, our named executive officers participate in the same plans as our other salaried employees. However, for named executive officers, variable incentive compensation represents a larger portion of their total compensation than it does for our other salaried employees. As described below, our named executive officers also participate in the MIVs. Decisions and the rewards associated with MIP and MIV I and MIV II plans are strategic and directly aligned with annual and long-term strategic goals,

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including the creation of value for shareholders. Any changes in the named executive officers’ salaries, bonus targets and benefits must be reviewed and approved by the Compensation Committee.

Role of the Compensation Committee

The Compensation Committee reviews officers’ salaries and annual bonus plan targets and assesses recommendations from the CEO and the Vice President, Human Resources and Corporate Communications related to compensation matters and the individual performance of each officer. It determines appropriate actions to maintain competitive pay practices for the leadership group and makes decisions regarding rewards for the accomplishment of performance goals based on shareholder return, business growth, value creation and ethical leadership. The Compensation Committee makes recommendations on any changes to the board for approval.

Components of Direct Compensation

Base Salary

Employment contracts for the named executive officers are established through negotiations between the officer and Arizona Chemical. Decisions regarding compensation provided for by these agreements are made based on biennial survey data and the officer’s personal credentials and experience. The Compensation Committee reviews the base salaries of all members of our Global Leadership Team on an annual basis and determines if an increase is warranted based on individual performance, survey comparisons and the recommendations of the CEO. The CEO prepares and conducts all annual performance evaluations for members of our Global Leadership Team and the Compensation Committee conducts the annual performance evaluation for our CEO.

In March 2009, all discretionary base salary increases for managerial, professional and administrative employees, including the named executive officers, were suspended due to the ongoing global recession. The 2009 base salary for each named executive officer is included in the Summary Compensation Table included in this prospectus. These salaries are the same as the salaries that were in effect for 2008. The salary freeze was suspended in January 2010.

Annual Bonus: Management Incentive Plan

Pursuant to employment contracts, our named executive officers are eligible to receive annual performance bonuses with a target amount equal to 75 percent of base salary for Mr. Verhaar, 60 percent for Messrs. Jung, Reed and Tuovinen and 40 percent for Mr. Stuyfzand. All bonuses are paid pursuant to the annual Management Incentive Plan, or the MIP. The MIP includes key performance goals, percent weighting for each goal, minimum performance thresholds and upside multiples for performance exceeding goals.

Our financial performance, as measured by the achievement of Adjusted EBITDA and working capital goals, represents 80 percent of the target annual bonus pool and individual performance metrics represent 20 percent. Our MIP is designed to incentivize and reward business achievement specific to annual targets, with significant upside for exceeding goals and delivering greater value to shareholders. Under the MIP, if threshold performance is not achieved, no MIP payments will be paid for the year. The MIP provides upside potential for financial performance that exceeds target and downside for achievement below target but exceeding threshold performance criteria. An upside multiple of 4 percentage points is added for each percentage point of achievement above target for the Adjusted EBITDA and working capital metrics. A percentage reduction of 2.5 percentage points is made for each percentage point below target. For example, an achievement of 101% of target Adjusted EBITDA results in 104% of the MIP payment. Similarly, an attainment of 99% of target Adjusted EBITDA results in a pay out of 97.5% of the MIP payment. These factors apply only to the financial metrics and not to the individual performance component.

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MIP payments are made on the final workday in February each year, and a participant must be actively employed by Arizona Chemical on that day to be eligible for payment of a bonus under the MIP.

Annual bonuses are currently calculated for the named executive officers in the following manner: the year-end Adjusted EBITDA achievement with respect to the annual budget determines 60 percent of plan payout, 20 percent is determined based on achievement of a trade working capital target measured in “days of sales” (calculated at year-end based on a 3 month average of sales) and 20 percent is determined based on personal performance with respect to each individual’s annual performance objectives as communicated at the beginning of each bonus year. Each named executive officer has performance-based goals as described in the table below. The personal performance goals are qualitative in nature, and are based, among other things, on each executive’s contribution to the Company’s achievement of its financial performance goals described above. The Compensation Committee determines whether, and to what extent, personal performance goals have been exceeded, met or not met.

The 2009 MIP award pool was, in the aggregate, 171.14% of the target pool size that would have been realized for meeting budget targets, though awards varied for each participant depending upon personal performance. The award was rounded to 170% for all participants.

Messrs. Verhaar, Jung, Tuovinen, Reed and Stuyfzand each earned awards of 170% of their personal targets in 2009.

The following table reflects the calculation of 2009 MIP awards and reflects the determinations made with respect to personal performance objectives:

2009 Management Incentive Plan — Final Award Calculation

Adjusted EBITDA (dollars in millions):

Est. 2009 MIP Pool			$ 4.8
Adjusted EBITDA Payout %			60	%
Adjusted EBITDA Portion of MIP Pool (at Target)			$ 2.9
2009 EBITDA Target			$80.0
Payment Threshold			$75.0
Above Target	4.0	x	Award Point Multiplier
Below Target	2.5	x	Award Point Multiplier

						Payout % of			Adjusted EBITDA		Payout % of
			% of			Adjusted EBITDA			Portion of		Total
	Adjusted EBITDA		Target			Portion			Payout		MIP Pool
Target		80.0		100	%		100.00	%		2.88		60.00	%
Achieved		93.7		117	%		168.65	%		4.86		101.19	%

Working Capital (dollars in millions):

WC Days of Sales Payout %		20	%
WC Portion of MIP Pool (at Target)	$	1.0
2009 Working Capital Target		59
Payment Threshold		62

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			Quarter Calc.
			Working Capital
	Working		Cash Flow		% of			Working Capital		Payout % of
	Capital		to Company		Cash			Portion of		Total
	Days of Sales		Since Dec. 08		Target			Payout		MIP Pool
Target		59		30.6		100.00	%	$	0.96		20.00	%
Achieved		54		41.2		137.44	%	$	2.40		49.95	%

Personal Objective (dollars in millions):

Personal Objective Payout %		20	%
Personal Objective Portion of MIP Pool (at Target)	$	1.0

	Goal	Result
Cornelis Verhaar	Financial Leadership in meeting corporate financial targets; implement cost improvement process	Exceeded
	Customer Focus Provide leadership in achieving growth of sales at key customers	Achieved
	Organization Coordinate establishment of global business processes and structure; develop culture focused on speed of execution and openness	Achieved
	Strategic Initiatives Prepare strategic plan; establish growth programs and goals; review IT infrastructure and capabilities	Achieved
	Cost Reduction Identify and implement initiatives to reduce costs	Exceeded
Frederic Jung	Cash Management Leadership in meeting corporate Free Cash Flow and Net Working Capital Days targets	Exceeded
	Savings Initiative Implement process to achieve 2009 Cost Savings target	Exceeded
	Project APEX:ERP (SAP financial system implementation) On time, on budget	Achieved
	Financial Reporting Ensure accuracy/ consistency; redesign/implement cost structure and allocations; redesign transfer pricing; improve forecasting of P&L, cash flow	Achieved
	Finance Organization Evaluate finance team, redesign finance organization, implement foundations of global shared service center, continuous benchmark	Achieved
	Risk Management Develop/implement strategies for interest rate, foreign exchange and energy fluctuation protections	Achieved
	IT Strategy Deliver strategic plan of IT strategy and capability including benchmarking for long term; complete 2009 improvements	Not Achieved

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	Goal	Result
Juhani Tuovinen	Financial Performance Lead European organization to achieve 2009 targets	Achieved
	Leadership Provide leadership to achieve corporate 2009 financial targets	Exceeded
	Operation Excellence Lead European organization to achieve 2009 operational targets	Achieved
	People Lead European organization to secure skills and competencies to achieve business targets	Achieved
	Financial Results — longer term Lead European organization to achieve targeted long-term results	Achieved
	Customer Focus Lead European organization to achieve targeted service level and growth results	Not Achieved
Gary Reed	Financial Performance Assist Arizona Chemical to meet North American 2009 fiscal targets, 2009 working capital targets and global 2009 financial targets	Exceeded
	Operational Excellence Achieve step change in safety performance while maintaining environmental performance	Not Achieved
	People Develop organizational capability via people development and performance management; renegotiate expiring labor agreements	Achieved
	Customer Focus Improve customer satisfaction in North America and achieve growth objectives	Achieved
Dick Stuyfzand	Reinforce Legal and IP functions Build internal working relationships and across the business	Achieved
	Board Set up and facilitate support function, organize agendas and meetings of board of directors of AZ Chem Investments LLC	Achieved
	Organization (Legal and IP) Manage and evaluate legal and IP teams and prepare recommendations re: structure, costs and budget; evaluate and build relationship with outside counsel network	Achieved
	Governance and Compliance Develop and start implementing governance and internal controls strategy and framework for initial public offering	Exceeded

Based on the outcome of each of their annual performance assessments, the Compensation Committee determined that each of our named executive officers either exceeded or met commitments under their personal performance goals.

				Payout % of			Adjusted
				Adjusted			EBITDA		Payout % of
	% of			EBITDA			Portion of		Total
	Target			Portion			Payout		MIP Pool
Target		100	%		100.00	%	$	0.96		20.00	%
Achieved		100	%		100.00	%	$	0.96		20.00	%
Payout										171.14	%
										of target award

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AZ Chem MIV I Ltd. and AZ Chem MIV II LP

In June 2007, AZ Chem MIV I Ltd. (“MIV I”) and AZ Chem MIV II Ltd. (“MIV II”) were formed as discussed in more detail below under “Other Compensation Matters — MIV I and MIV II.” Prior to this offering, the MIVs have been an integral part of our long-term ownership and compensation program, designed to foster ownership and entrepreneurial behavior among senior managers (including our named executive officers) and to enhance our value for all shareholders by aligning the interests of management with our company’s equity owners. Following the consummation of this offering, there will be no further investments in or grants of equity awards by the MIVs. All subsequent grants of performance based equity awards will be made under our 2010 Long-Term Incentive Plan, which is described below under “Executive Compensation — Other Compensation Matters — MIV I and MIV II.”

Grants of Common Profits Interests in MIV I and MIV II.  Executives who are shareholders of MIV I or limited partners in MIV II, including each of our named executive officers, have been eligible to receive common profits interests grants in the respective MIV in which they have an ownership interest. Eligibility to receive MIV grants is based on executives being in good standing at the time the MIV grants are made, which includes executives having “exceeded” or “met” commitments under their personal performance goals. The 2009 personal goals of our named executive officers are described above under “2009 Management Incentive Plan — Final Award Calculation”. For 2009, each of our named executive officers was determined to have achieved an overall rating of “met” or “exceeded” commitments and, therefore, was eligible to receive an MIV award in 2009. See “— Outstanding Equity Awards at 2009 Fiscal Year-End” below for more information concerning the common profits interest grants that have been made to our named executive officers.

An initial grant of common profits interests was made to the executives who invested in connection with the formation of MIV I and MIV II in June 2007. Subsequent grants of common profits interests were made to those executives in 2008 and 2009. Each of Messrs. Verhaar, Jung and Stuyfzand received grants of common profits interests in connection with the commencement of their employment with us. Additionally, Mr. Verhaar participated in the grants of common profits interests made subsequent to his employment in 2008 and 2009, and Mr. Stuyfzand participated in the grants of common profits interests made subsequent to his employment in 2009. All common profits interests vest over a five year period from the date of grant, with accelerated vesting in certain circumstances.

As of March 31, 2010, the common profits interests represented approximately 3.9% of the outstanding common equity interests in AZ Chem Investments Partners LP. On May 26, 2010, the Compensation Committee made grants of common profits interests, or CPIs, to our executives who are shareholders or limited partners in the MIVs, including each of our named executive officers. These grants represent an additional approximately 2.1% of the outstanding common interests in AZ Chem Investments Partners LP and will be the final grants of common profits interests to be made by the MIVs. In connection with these grants, the Compensation Committee determined that each named executive officer “exceeded” or “met” their respective performance goals for 2009. Mr. Jung was granted 31,967 CPIs, Mr. Reed was granted 20,000 CPIs, Mr. Stuyfzand was granted 5,000 CPIs, Mr. Tuovinen was granted 20,000 CPIs and Mr. Verhaar was granted 90,354 CPIs. These grants were the final grants of common profits interests to be made by the MIVs. The grants represent awards for service in 2009 as well as additional grants (subject to certain clawback provisions) of the remaining common profits interests that would have been awarded in 2011 and 2012. Unlike prior grants of common profits interests in the MIVs, the common profits interests granted on May 26, 2010 have established value as of the date of grant of $13.36 and recipients who are US taxpayers may elect either to pay any tax liability associated with the grant at the time of grant based on the $13.36 per CPI value or to pay the tax liability based on the value of the CPIs upon vesting. The CPIs vest over the 5-year period following the date of grant.

All subsequent grants of performance based equity awards will be made under our 2010 Long-Term Incentive Plan, which is described below. When making future equity grants under the 2010 Long-Term Incentive Plan to executives who have received common profits interests awards discussed

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above for 2011 and 2012, the Compensation Committee will consider the award of other equity based awards.

Fringe Benefits/Perquisites

Several of the named executive officers receive housing support pursuant to their employment contracts. Mr. Tuovinen, a Finnish national, works and lives with his family in The Netherlands and receives housing support of approximately $42,000 per year. Mr. Jung, a U.S. expatriate who currently resides with his family in The Netherlands, receives approximately $46,700 per year in housing support pursuant to his employment agreement. In addition, we also provide certain of our named executive officers (Messrs. Verhaar, Jung, Tuovinen and Stuyfzand) with automobile allowances, which are set forth in the All Other Compensation table set forth below. In 2009, Mr. Jung also received relocation assistance for his move to The Netherlands, which is also set forth in the All Other Compensation table below as well as a goods and services differential allowance of $7,604.75 per month.

Components of Post-Employment Compensation

Employment Agreements and Severance Benefits

Messrs. Verhaar, Stuyfzand and Tuovinen have employment agreements that are customary for senior management employees based in The Netherlands. Mr. Verhaar’s agreement includes a non-compete provision for a period of two years following termination of employment. He is entitled to severance of two years of continued base salary. Messrs. Stuyfzand and Tuovinen have no specific severance provision in their contracts, although both are subject to notice periods upon resignation and continue to be paid during such notice periods. There are no non-compete provisions for these two individuals, but they are subject to confidentiality agreements. Mr. Jung is currently a U.S. expatriate residing in The Netherlands (as of August 1, 2009). His employment is subject to a letter agreement setting forth the terms of his international assignment, which includes various provisions for housing, tax equalization, annual home leave and a termination and severance provision that provides repatriation and relocation to the U.S. Mr. Jung also entered into a termination agreement with us upon his original date of hire of December 1, 2008. This agreement requires a notice period if he resigns and the payment of one year of base salary, plus prorated bonus compensation if we terminate his employment for reasons other than cause. He and Mr. Reed are currently subject to the provisions of our U.S. Severance Program, which requires endorsement of a severance agreement in exchange for a lump sum severance payment and additional benefits, provided the separation occurs for reasons other than cause. In addition, if the Company is sold prior to an initial public offering, then Messrs. Jung, Reed and Stuyfzand would have an additional severance benefit equal to 12 months of base salary plus target bonus if their employment is involuntarily terminated (although this additional severance entitlement will terminate upon the consummation of this offering).

U.S. Defined Contribution Savings Plan

Upon the Acquisition, a defined contribution Employee Savings Plan was created for all United States-based employees, the Arizona Chemical Savings Plan. The savings plan is a tax-qualified 401(k) plan, and we match employees’ contributions on the following basis: 70 cents on the dollar for the first four percent of the employee’s contribution and 50 cents on the dollar for up to an additional four percent. United States-based members of the senior management team, such as Messrs. Jung and Reed, participate in the savings plan and are subject to the same provisions as other employees. The savings plan is designed to maintain competitive retirement benefits and assist employees in building their retirement fund.

We do not maintain any non-qualified savings plan or any other deferred compensation plan for the named executive officers or any other senior managers. We also do not maintain any tax-qualified or non-qualified defined benefit pension plan.

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U.S. Profit Sharing Award

As a means to further enhance retirement savings for United States-based employees, we maintain a discretionary annual profit sharing award under the Employee Savings Plan. This award comes in the form of a discretionary gift contribution made directly to each United States-based salaried employee’s savings plan account based on our performance. Awards were made during the first quarter of 2008 and 2009 and in both cases, were equivalent to four percent of annual base pay for each person.

The award is intended to be variable in nature depending upon the performance of the business. All employees receive the same percent award. United States-based members of the senior leadership team, such as Messrs. Jung and Reed, are eligible for this award.

The award is designed to foster our defined contribution approach to retirement planning and savings and maintain competitive benefits so we may attract and retain employees in the United States. Decisions regarding the timing and payment amount are made by the Compensation Committee in February.

Pension Schemes for Europe-Based Executives

Messrs. Verhaar, Tuovinen and Stuyfzand are participants in a defined contribution, collective pension scheme in The Netherlands with Zwitserleven. The scheme also includes coverage for long-term disability. The employee is required to contribute eight percent of the fixed gross annual salary that exceeds €53,050 per year as the employee’s contribution to the scheme. Bonus compensation is not included in the pensionable salary.

Life Insurance, Long-Term Disability Insurance

In addition to the long-term disability coverage available under the pension schemes for our Europe-based leaders, Messrs. Jung and Reed also are eligible for basic life insurance coverage for our United States-based employees of two times their annual base salary as well as Accidental Death and Dismemberment insurance of two times their annual base salary, travel accident insurance of the lesser of five times their annual base salary subject to a minimum of $100,000 and a maximum of $1,500,000 and long-term disability coverage of 60% to 662/3% of monthly salary; depending on whether the employee qualifies for family or primary Social Security benefits due to disability.

Summary Compensation Table

The following table sets forth certain information concerning annual compensation for our named executive officers during the year ending December 31, 2009.

							Non-Equity		Change in
					Share		Incentive Plan		Pension		All Other
			Salary		Awards		Compensation		Value		Compensation		Total
Name and Principal Position	Year		($)		($)(4)		($)(5)		($)		($)(6)		($)
Cornelis Verhaar		2009		574,012		8,245		731,865		128,880		38,011		1,480,013
President and Chief Executive Officer
Frederic Jung(1)		2009		285,000		41,518		290,700		—		195,074		812,292
Vice President & Chief Financial Officer
Juhani Tuovinen(2)		2009		315,707		7,500		305,261		26,841		70,808		726,117
Vice President & General Manager — Europe
Gary Reed		2009		250,000		7,000		245,140		—		21,760		523,900
Vice President & General Manager — North America
Dick Stuyfzand(3)		2009		222,430		10,602		159,541		34,381		26,322		453,276
Vice President & General Counsel

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(1)	Mr. Jung joined us as Chief Financial Officer on December 1, 2008. He was transferred from the United States to The Netherlands on August 1, 2009. All compensation he received in Euros has been converted to U.S. dollars at an exchange rate of 1.43503 (exchange rate as of December 31, 2009).
(2)	Mr. Tuovinen’s compensation was paid in Euros, but for the purposes of this table his compensation has been converted to U.S. dollars at an exchange rate of 1.43503 (exchange rate as of December 31, 2009).
(3)	Mr. Stuyfzand joined us on January 19, 2009. His compensation was paid in Euros, but for the purposes of this table his compensation has been converted to U.S. dollars at an exchange rate of 1.43503 (exchange rate as of December 31, 2009).
(4)	Amounts in the “Share Awards” column above reflect the grant date fair value (as determined in accordance with FASB ASC Topic 718 — Stock Compensation), based on the assumptions set forth in Note 17 of our consolidated financial statements appearing at the end of this prospectus.
(5)	Amounts disclosed in the “Non-Equity Incentive Plan Compensation” column represent amounts earned under our MIP.
(6)	See following table titled “All Other Compensation” for details regarding amounts disclosed in the “All Other Compensation” column for fiscal year 2009.

All Other Compensation Table

					Contributions
					to Defined
			Auto		Contribution		Housing		Relocation
			Allowance		Savings Plan		Assistance		Assistance		Total
Name and Principal Position	Year		($)(1)		($)(2)		($)(3)		($)(4)		($)
Cornelis Verhaar		2009		38,011		—		—		—		38,011
President and Chief Executive Officer
Frederic Jung		2009		30,820		6,840		18,648		138,766		195,074
Vice President & Chief Financial Officer
Juhani Tuovinen		2009		24,780		—		46,028		—		70,808
Vice President & General Manager — Europe
Gary Reed		2009		—		21,760		—		—		21,760
Vice President & General Manager — North America
Dick Stuyfzand		2009		26,322		—		—		—		26,322
Vice President & General Counsel

(1)	Represents the incremental cost to us relating to Messrs. Verhaar, Tuovinen, Jung and Stuyfzand’s personal use of our provided and owned automobiles which incremental cost is equal to the sum of the lease payments and insurance premium payments made during the applicable fiscal year for each automobile provided to Messrs. Verhaar, Tuovinen, Jung and Stuyfzand, respectively.
(2)	Represents Company contributions made on behalf of the indicated executive officer to the Arizona Chemical Company Employee Savings Plan, a tax-qualified retirement plan for U.S.-based employees of the Company, including Messrs. Jung and Reed.
(3)	Represents payments to cover eligible housing expenses incurred by Mr. Tuovinen and Mr. Jung in connection with their personal residences in The Netherlands.
(4)	Represents eligible expenses incurred by Mr. Jung in connection with his relocation from Chicago, Illinois to Almere, The Netherlands.

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Grants of Plan Based Awards

The following table sets forth information regarding awards made to our named executive officers under the MIV I and MIV II plans during the year ending December 31, 2009.

		All Other Share-Based
	Grant	Awards: Number of			Grant Date Fair Value of
Name and Principal Position	Date	Units (#)(1)			Share-Based Awards ($)(5)
Cornelis Verhaar	8/31/09		8,245	(2)	$	8,254
President and Chief Executive Officer
Frederic Jung	8/31/09		41,518	(3)	$	41,518
Vice President & Chief Financial Officer
Juhani Tuovinen	8/31/09		7,500	(2)	$	7,500
Vice President & General Manager — Europe
Gary Reed	8/31/09		7,000	(2)	$	7,000
Vice President & General Manager — North America
Dick Stuyfzand	8/31/09		10,602	(4)	$	10,602
Vice President & General Counsel

(1)	Represents awards of common profits interests.
(2)	Annual performance based grant.

(3) Initial grant for joining the plan (40,825) plus partial year performance grant (693).

(4)	Initial grant only.
(5)	As described above under “Grants of Common Profits Interests in MIV I and MIV II”, the 2009 grants were in the form of common profits interests, which entitle the recipient to future profit allowances but generally have $0 value upon grant.

These amounts reflect the grant date fair value (as determined in accordance with FASB ASC Topic 718 — Stock Compensation), based on the assumptions set forth in Note 17 of our consolidated financial statements included elsewhere in this prospectus.

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Outstanding Equity Awards at 2009 Fiscal Year-End

The following table sets forth information regarding outstanding awards made to our named executive officers under the MIV I and MIV II plans, as of December 31, 2009.

			Number of Units		Market Value of Units
	Grant		That Have Not		That Have Not
Name and Principal Position	Date		Vested (#)(1)		Vested ($)(2)
Cornelis Verhaar		9/1/08		98,666	$	0
President and Chief Executive Officer		8/31/09		8,245
Frederic Jung		8/31/09		41,518	$	0
Vice President & Chief Financial Officer
Juhani Tuovinen		2/28/08		38,205	$	0
Vice President & General		9/1/08		9,551	$	0
Manager — Europe		8/31/09		7,500	$	0
Gary Reed		2/28/08		38,205	$	0
Vice President & General		9/1/08		9,551	$	0
Manager — North America		8/31/09		7,000	$	0
Dick Stuyfzand		8/31/09		10,602	$	0
Vice President & General Counsel

(1)	Represents common profits interests.
(2)	As described above under “Grants of Common Profits Interests in MIV I and MIV II”, the 2009 grants were in the form of common profits interests, which entitle the recipient to future profit allowances but generally have $0 value upon grant. Although the grants are vested, there is no liquidity unless there is a distribution.

2009 Pension Benefits Table

The following table sets forth certain information concerning pension benefits, as of December 31, 2009, for our named executive officers who participated in pension schemes maintained for our European-based executives (as described above).

					Payments
		Number of	Present Value of		During
		Years of	Accumulated		the Last
		Credited	Benefit		Fiscal Year
Name and Principal Position	Plan Name	Service (#)	($)(1)		($)
Cornelis Verhaar	ZwitserLeven Contract GN 2595	1 year and 5 months	$	159,972	—
President and Chief Executive Officer
Juhani Tuovinen	ZwitserLeven Contract GN 2595	3 years and 6 months	$	224,413	—
Vice President & General Manager — Europe
	Finnish Managing Directors of AZC OY in Finland and EU	3 years and 1 month	$	41,776	—
Dick Stuyfzand	ZwitserLeven Contract GN 2595	1 Year	$	34,381	—
Vice President & General Counsel

(1) Pension benefits under the ZwitserLeven Contract GN 2595 and the Finnish Managing Directors of AZC OY in Finland and EU accrue in Euros, but for purposes of this table the present value of accumulated benefits under those pension plans have been converted to U.S. dollars based on the exchange rate in effect on December 31, 2009 (1.43503 U.S. dollars per Euro).

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Potential Payments Upon Termination or Change in Control

The following tables set forth the estimated value of payments and benefits that our named executive officers would be entitled to receive assuming certain terminations of employment and/or a change in control of Arizona Chemical, in each case, occurring on December 31, 2009. The amounts set forth below are in addition to the amounts they would be entitled to receive pursuant to the pension plan benefits for our European-based executives (Messrs. Verhaar, Tuovinen and Stuyfzand) and any other generally available employee benefit plans (such as disability, life insurance and accidental death).

Cornelis Verhaar

Under the terms of Cornelis Verhaar’s August 18, 2008 employment agreement with Arizona Chemical B.V., in the event Mr. Verhaar’s employment is terminated without “cause”, he will be entitled to receive severance benefits in the amount of two years’ of continued base salary payments. Under his employment agreement, “cause” is defined as failure to perform duties, gross misconduct, conviction of a felony, breach of company policy or fraud or misappropriation of company funds or property. For the two year period following termination of his employment for any reason, Mr. Verhaar is subject to a non-competition agreement.

				Cash-Out Value of
				Equity Based Awards
	Severance			that Vest Upon			Value of Benefits
Triggering Event	Payment			Triggering Event			Continuation			Total
By Company for cause or resignation by Executive		—		$	448,013	(3)		—		$	448,013
By Company without cause, pursuant to Company’s election not to extend the employment term	$	1,198,006	(1)	$	500,000	(2)	$	40,000	(7)	$	1,738,006
Permanent Disability	$	1,018,305	(5)	$	500,000	(2)	$	95,429	(6)	$	1,613,734
Death	$	99,833	(4)	$	500,000	(2)	$	66,801	(6)	$	666,634

(1)	Represents the continuation of base salary for 24 months.
(2)	Represents total value of personal investment in equity plan, which would be restored without penalty.

(3) Represents total value of personal investment in equity plan, which may be restored without penalty at the discretion of the general partner, but most likely would be restored minus loan interest.

(4)	Represents two months of salary, paid to spouse or beneficiary.
(5)	Fully-insured disability benefit equivalent to 100% of one-year’s salary and 70% of a second year’s salary.
(6)	Represents the annual value of benefit continuation in the event of permanent disability (for two years for the executive and his spouse) and death (for two years for the executive’s spouse).

(7) Represents 24 months of continued family medical and dental coverage.

Frederic Jung

Under the terms of Frederic Jung’s November 5, 2008 employment letter with Arizona Chemical LLC, in the event Mr. Jung’s employment is terminated by Arizona Chemical without “cause” or Mr. Jung terminates his employment for “good reason”, he will be entitled to receive severance benefits in lump sum equal to one year of base salary and pro-rata bonus under the MIP for the year of termination. In addition, Mr. Jung and his family will remain covered under the company’s health and dental benefit plans for one year after termination and if he is on foreign assignment at the time of his termination, Arizona Chemical will relocate Mr. Jung and his family back to the US. Under his

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employment agreement, (i) “cause” is defined as a felony involving moral turpitude; willfully engaging in fraud or dishonesty relating to his employment; willful misconduct or gross negligence resulting in material harm to the company; willful violation of company policies resulting in material harm to the company; or willful failure to substantially perform his duties; and (ii) “good reason” means any adverse change in any material respect to his title or reporting relationship; any reduction of target MIP bonus or the annual base salary or the failure to be included on similar terms and conditions in any employee executive benefit plans, as peer-level executives of the company; or the company’s failure to pay his annual base salary, employee benefits or perquisites in accordance with the company’s regular pay practices.

				Cash-Out Value of
				Equity Based Awards
	Severance			that Vest Upon			Value of Benefits
Triggering Event	Payment			Triggering Event			Continuation			Total
By Company for cause or resignation by Executive		—		$	232,644	(4)		—		$	232,644
By Company without cause, pursuant to Company’s election not to extend the employment term, or resignation by Executive for good reason	$	456,000	(1)	$	250,000	(3)	$	13,114	(2)	$	719,114
Disability		—		$	250,000	(6)	$	170,976	(7)	$	420,976
Death	$	23,750	(8)	$	250,000	(6)	$	570,000	(5)	$	843,750

(1)	Represents 12 months of salary and annual bonus at target (full year).
(2)	Represents 12 months of continued family medical and dental coverage.
(3)	Represents total value of personal investment in equity plan, which would be restored without penalty.

(4) Represents total value of personal investment in equity plan, which may be restored without penalty at the discretion of the general partner, but most likely would be restored minus loan interest.

(5)	Represents life insurance lump sum payment of two times annual salary, plus one month of salary.
(6)	Represents payment for death and disability provision of equity plan agreement.
(7)	Annual disability benefit under the Company’s Long-Term Disability Plan (U.S. only), a fully-insured benefit.
(8)	Death benefit of one-month’s salary is paid to the spouse or beneficiary.

Juhani Tuovinen

Under the terms of Mr. Tuovinen’s June 30, 2006 employment letter with Arizona Chemical B.V., in the event Mr. Tuovinen’s employment is involuntarily terminated, he will be entitled to receive severance benefits consistent with the severance formula set from time to time by the Dutch district courts (the Kantonrechtersformule). The Dutch court formula provides for calculation of a severance payment equal to the number of months of base salary equal to the employee’s years of service calculated based on the sum of: (i) 0.5 months of salary for each year of service up to age 35, (ii) 1 month of salary for each year of service between ages 35 and 45, (iii) 1.5 months of salary for

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each year of service between ages 45 and 55, and (iv) 2 months of salary for each year of service after age 55.

				Cash-Out Value of
				Equity Based Awards
	Severance			that Vest Upon			Value of Benefits
Triggering Event	Payment			Triggering Event			Continuation			Total
By Company for cause or resignation by executive without good reason		—		$	205,681(3	)		—		$	205,681
By Company without cause, pursuant to Company’s election not to extend the employment term, or resignation by Executive for good reason	$	1,291,308	(1)	$	260,000(2	)		—		$	1,551,308
Disability	$	506,402	(6)	$	260,000(4	)	$	71,397	(7)	$	837,799
Death	$	54,942	(5)	$	260,000(4	)	$	49,978	(7)	$	364,920

(1) Represents a severance payment based on the Dutch court formula described above.

(2) Represents total value of personal investment in equity plan, which would be restored without penalty.

(3) Represents total value of personal investment in equity plan, which may be restored at the discretion of the general partner, but most likely would be restored minus loan interest.

(4)	Represents payment for death and disability provision of equity plan agreement.
(5)	Represents two months of salary, paid to spouse or beneficiary.
(6)	Fully-insured disability benefit equivalent to 100% of one-year’s salary and 70% of a second year’s salary.
(7)	Represents the annual value of benefit continuation in the event of permanent disability (for two years for the executive and his spouse) and death (for two years for the executive’s spouse).

Gary Reed

Mr. Reed does not have an employment agreement with Arizona Chemical. In the event Mr. Reed’s employment is involuntarily terminated by the company, he will be eligible to receive severance benefits in accordance with the Arizona Chemical Company, LLC US Salaried Employee Severance Plan, which provides severance benefits contingent on an eligible employee’s agreement to a release and waiver of claims in favor of Arizona Chemical. Mr. Reed would be entitled to receive a

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lump sum severance payment equal to two weeks of pay for each year or partial year of service and an annual bonus payment at target.

				Cash-Out Value of
				Equity Based Awards
	Severance			that Vest Upon			Value of Benefits
Triggering Event	Payment			Triggering Event			Continuation			Total
By Company for cause or resignation by Executive		—		$	158,216	(4)		—		$	158,216
By Company without cause, pursuant to Company’s election not to extend the employment term	$	414,430	(1)	$	200,000	(3)	$	6,557	(2)	$	620,987
Disability		N/A		$	200,000	(6)	$	150,020	(7)	$	350,020
Death	$	20,833	(8)	$	200,000	(6)	$	520,833	(5)	$	741,666

(1) Represents service-related severance of two weeks’ pay for each year or partial year of service and annual bonus at full year target.

(2) Represents six months of continued family medical and dental coverage.

(3) Represents total value of personal investment in equity plan, which would be restored without penalty.

(4) Represents total value of personal investment in equity plan, which may be restored without penalty at the discretion of the general partner, but most likely would be restored minus loan interest.

(5)	Represents life insurance lump sum payment of two times annual salary, plus one month of salary.
(6)	Represents payment for death and disability provision of equity plan agreement.
(7)	Annual disability benefit under our Long-Term Disability Plan (U.S. only), a fully-insured benefit.
(8)	Death benefit of one-month salary is paid to spouse or beneficiary.

Dick Stuyfzand

Mr. Stuyfzand entered into an employment agreement with Arizona Chemical B.V. dated November 27, 2008. In the event Mr. Stuyfzand’s employment is involuntarily terminated, he will be entitled to receive severance benefits consistent with the Dutch court formula described above.

				Cash-Out Value of
				Equity Based Awards
	Severance			that Vest Upon			Value of Benefits
Triggering Event	Payment			Triggering Event			Continuation			Total
By Company for cause or resignation by Executive		—		$	96,102	(3)		—		$	96,102
By Company without cause or pursuant to Company’s election not to extend the employment term	$	161,319	(1)	$	100,000	(2)		—		$	261,319
Disability	$	394,867	(6)	$	100,000	(4)	$	59,092	(7)	$	553,959
Death	$	38,712	(5)	$	100,000	(4)	$	41,356	(7)	$	180,068

(1) Represents a severance payment based on the Dutch court formula described above.

(2) Represents total value of personal investment in equity plan, which would be restored without penalty.

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(3) Represents total value of personal investment in equity plan, which may be restored without penalty at the discretion of the general partner, but most likely would be restored minus loan interest.

(4)	Represents payment for death and disability provision of equity plan agreement.
(5)	Represents two months of salary, paid to spouse or beneficiary.

(6) Fully-insured disability benefit equivalent to 100% of one year’s salary and 70% of a second year’s salary.

(7) Represents the annual value of benefit continuation in the event of permanent disability (for two years for the executive and his spouse) and death (for two years for the executive’s spouse).

Director Compensation

2009 Director Compensation Table

The following table sets forth certain information concerning annual compensation for our directors during the year ended December 31, 2009.

Change in

Pension Value

and

Fees

Nonqualified

Earned or

Non-equity

Deferred

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Cash

Awards

Awards

Compensation

Earnings

Compensation

Total

Name

($)

($)

($)

($)

($)

($)

($)

Leonard Berlik(1)

50,000

N/A

N/A

N/A

N/A

N/A

50,000

John R. Bolton(2)

—

N/A

N/A

N/A

N/A

N/A

—

Petter Johnsson(3)

—

N/A

N/A

N/A

N/A

N/A

—

Dr. Jochen Krautter

50,000

N/A

N/A

N/A

N/A

N/A

50,000

Gerald Marterer

50,000

N/A

N/A

N/A

N/A

N/A

50,000

Sebastien Mazella di Bosco(3)

—

N/A

N/A

N/A

N/A

N/A

—

Andrew Oliver(3)(4)

—

N/A

N/A

N/A

N/A

N/A

—

Eytan Tigay(3)

—

N/A

N/A

N/A

N/A

N/A

—

Cornelis Verhaar(3)

—

N/A

N/A

N/A

N/A

N/A

—

(1)

In connection with his services as a member of the board of managers of AZ Chem Investments LLC during the one year period ended February 28, 2009, Mr. Berlik received “phantom interests” in AZ Chem Investments Partners LP reflecting the economic equivalent of a $50,000 investment in AZ Chem Investments Partners LP. In connection with his services as a member of the board of managers of AZ Chem Investments LLC during the one year period ended February 28, 2010, Mr. Berlik received $50,000 cash compensation.

(2)

Mr. Bolton became a director in 2010.

(3) Directors who are employees or affiliates of Arizona Chemical are not entitled to receive any compensation for serving on the board of directors.

(4) Andrew Oliver ceased to be a director effective as of May 21, 2010.

Beginning in 2010, directors, other than directors who are employees or affiliates of Arizona Chemical, receive an annual retainer of $70,000 for serving on our board and the committees of the board. The annual retainer for certain of our directors will be paid 50% in cash and 50% in restricted common shares.

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Other Compensation Matters

MIV I and MIV II

In June 2007, AZ Chem Investments LLC, which is the general partner of AZ Chem Investments Partners LP, our parent, formed AZ Chem MIV I Ltd., which we refer to as “MIV I”, and AZ Chem MIV II LP, which we refer to as “MIV II” and, together with MIV I, the “MIVs”. The MIVs were formed to permit certain of our executives (including each of our named executive officers) and members of our board of directors to invest in our company on substantially the same terms as the Rhône Funds and International Paper, and to establish a vehicle to enable our executives to share in the profits of our company based on future performance. As described below, our executives purchased equity interests in the MIVs and, as described above under “Executive Compensation — Compensation Discussion and Analysis — Components of Direct Compensation — AZ Chem MIV I Ltd. and AZ Chem MIV II LP”, each executive is eligible for additional equity grants in the form of “common profits interests”. Of the amount invested by each executive, 50% was borrowed in the form of a loan. Each loan is secured by interests in the respective MIV and remains outstanding and is payable to AZ Chem Investments Partners LP upon the earlier of (1) the date of a distribution from a sale or initial public offering of AZ Chem Investments Partners LP or all of its subsidiaries (including our company) or (2) the date that the executive ceases to be a shareholder or limited partner in the respective MIV.

Investments in Connection with Formation of MIV I and MIV II.  In connection with the formation of MIV I, four of our senior executives, including Mr. Tuovinen, invested $1.35 million to purchase common and preferred shares of MIV I. Mr. Tuovinen invested $520,000. Of the $1.35 million invested, 50% of that amount was borrowed in the form of loans on the terms described above. In connection with the formation of MIV II, 12 of our senior executives, including Mr. Reed, invested $3.2 million to purchase common and preferred interests in MIV II. Mr. Reed invested $400,000. Of the $3.2 million invested, 50% of that amount was borrowed in the form of loans, on the terms described above. In addition, each shareholder in MIV I and each limited partner in MIV II is eligible for grants of common profits interests, which are described above under “Executive Compensation — Compensation Discussion and Analysis — Components of Direct Compensation — AZ Chem MIV I Ltd. and AZ Chem MIV II LP”.

Subsequent Investments by Officers in MIV I and MIV II.  In connection with their employment with our company, each of Messrs. Verhaar and Stuyfzand purchased common and preferred shares of MIV I ($1.0 million for Mr. Verhaar and $200,000 for Mr. Stuyfzand). In connection with his employment with our company, Mr. Jung purchased $500,000 of common and preferred interests in MIV II. Similar to the officers who invested in connection with the formation of MIV I and MIV II, 50% of each investment was borrowed in the form of a loan, on the terms described above. In addition, each of these executives is eligible for grants of common profits interests in the respective MIV, which are described more fully below.

Participation in MIV II by Certain Members of our Board.  Mr. Marterer, who is a member of our board of directors and who was our President and Chief Executive Officer until his retirement in August 2008, invested $1.0 million to purchase common and preferred interests in MIV II in connection with its formation. Mr. Marterer borrowed 50% of the funds used for his investment in the form of a loan, on the terms described above and that loan also remains outstanding. Mr. Marterer was granted common profits interests in MIV II while he was an executive, on the same terms as other executives. Messrs. Berlik and Krautter, members of our board of directors, have invested $550,000 to purchase common and preferred interests in MIV II and have not borrowed any part of the funds used for their investments. Messrs. Berlik and Krautter do not participate in grants of common profits interests in MIV II.

Equity Participation of MIV I and MIV II.  Following this offering, MIV I and MIV II will continue to be limited partners in AZ Chem Investments Partners LP, which will be our largest shareholder. As limited partners in AZ Chem Investments Partners LP, MIV I and MIV II are entitled to participate in distributions, including distributions following a secondary sale of our common shares by AZ Chem Investments Partners LP, made by AZ Chem Investments Partners LP, in accordance with the priority

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of distributions summarized below. All distributions will be made at the sole discretion of AZ Chem Investments LLC, as the general partner of AZ Chem Investments Partners LP.

•  First, a special preferred distribution to the Rhône Funds in respect of their special preferred interests. The Rhône Funds received these special preferred interests in 2008 in respect of an in-kind capital contribution to AZ Chem Investments Partners LP of $9.5 million of loans issued under our Second Lien Credit Agreement, which were purchased by the Rhône Funds in the secondary market. These loans were contributed by AZ Chem Investments Partners LP to us, and were then extinguished by us.

•  Second, to the limited partners, including the Rhône Funds, International Paper, MIV I and MIV II, in respect of their preferred interests in AZ Chem Investments Partners LP, which includes a preferred return that accumulates in respect of the preferred interests. The initial investment by each limited partner in MIV I and MIV II was allocated between a preferred interest, which accounted for 90% of the investment and accumulates a 10% annual preferred return, and a common interest, which accounted for 10% of the investment and receives distributions as described below. AZ Chem Investments Partners LP intends to distribute the net proceeds from its sale of our common shares in connection with this offering in respect of a portion of the preferred interests.

•  Third, to the limited partners, including the Rhône Funds, International Paper, MIV I and MIV II, in respect of the capital represented by their common interests.

•  Fourth, to MIV I and MIV II in respect of their common profits interests. The amount distributed in respect of the common profits interests will depend on the amount of common profits interests outstanding at that time, which will be based upon a number of factors, including, among others, the amount of common profits interests vested at such time and any subsequent repurchases thereof. In addition, if each limited partner in AZ Chem Investments Partners LP will have achieved an internal rate of return on capital contributed to AZ Chem Investments Partners LP of 30% or more, in certain circumstances, these distributions on common profits interests are made at 150% of the amount otherwise distributable. After taking into account the further grant of common profits interests made in the first half of 2010, the common profits interests represent an approximately 5.8% common percentage in AZ Chem Investments Partners LP and entitle the holders of those interests to up to 8.7% of any distributions made in accordance with this priority level (if the 30% internal rate of return on capital contributed to AZ Chem Investments Partners LP has been achieved).

•  Fifth, to the limited partners, including the Rhône Funds, International Paper, MIV I and MIV II, in respect of their common percentages, which is calculated based upon the sum of the common interests and the common profits interests, each as described above, including the receipt of 150% of the amount otherwise distributable on common profits interests in certain circumstances.

As a result, subject to the discretion of AZ Chem Investments LLC, as the general partner of AZ Chem Investments Partners LP, which also has voting and disposition discretion over our common shares owned by AZ Chem Investments Partners LP, the net cash proceeds from sales of our common shares by AZ Chem Investments Partners LP will be distributed to its partners as described above. In addition, AZ Chem Investments LLC could choose to make in-kind distributions of our common shares in accordance with the priorities set forth above. All distributions received by an MIV are in turn distributed to the shareholders or partners of the MIV, including our named executive officers, and applied, to the extent required by the loan documents, to pay AZ Chem Investments Partners LP the outstanding principal balances on the loans made to those officers for the purpose of purchasing their preferred and common interests in the applicable MIV. Based on expected capital account balances as of March 31, 2010, approximately $190 million would have to be distributed in accordance with the first three distribution priorities described above before any distributions would be

149

available for distribution to the common profits interests in the fourth distribution priority. Distributions to our executives will first be used to pay back the loans described above.

Other Provisions Relating to the MIVs.  Each of the MIVs has the right to repurchase the interests of an executive at any time the executive ceases to be a director, officer, employee or consultant of our company. The price for that redemption is equal to the fair market value of the executive’s interest in the MIV, unless the service is severed for cause, in which event the redemption price is equal to the lesser of fair market value or capital invested, as determined by AZ Chem Investments LLC, as the general partner of AZ Chem Investments Partners LP, in its sole discretion. Any outstanding loan, described above, would be due and payable in connection with any redemption.

2010 Long-Term Incentive Plan

Prior to the completion of this offering, we intend to adopt a new long-term incentive plan, which we refer to as our 2010 Plan. The principal purpose of our 2010 Plan is to attract, retain and motivate selected employees and non-employee directors through the granting of share-based awards and cash-based awards. The 2010 Plan will seek to optimize our profitability and growth through incentives consistent with our goals and that align the personal interests of the participants with our shareholders.

The principal features of the 2010 Plan are summarized below. This summary is qualified in its entirety by reference to the text of the 2010 Plan, which will be filed as an exhibit to an amendment to the registration statement of which this prospectus forms a part.

Share Reserve.  Under the 2010 Plan,           of our common shares will be initially reserved for issuance pursuant to a variety of share-based compensation awards, including share options, share appreciation rights, or SARs, restricted share awards, restricted share unit awards, performance units awards, performance shares awards, cash-based performance awards, and other share-based awards.

The following counting provisions will be in effect for the share reserve under the 2010 Plan:

•  shares covered by an award will be counted as used only to the extent they are actually delivered on exercise or settlement of an award;

•  to the extent that an award is terminated by expiration, forfeiture, cancellation or otherwise without the issuance of the shares subject to the award or settled in cash in lieu of shares or exchanged pursuant to the administrator’s permission, prior to the issuance of shares, then the shares covered by that award will be available for future grants under the 2010 Plan;

•  to the extent shares are tendered or withheld to satisfy any exercise price or tax withholding obligation with respect to an award under the 2010 Plan, such tendered or withheld shares will be available for future grants under the 2010 Plan;

•  to the extent any SAR is exercised and settled in shares, the difference between the total shares exercised and the net shares delivered will again be available for future grants under the 2010 plan; and

•  the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2010 Plan.

Individual Award Limits.  Under the 2010 Plan, awards granted in a calendar year to any one participant shall be limited as follows:

•  Share options/share appreciation rights:  No more than           common shares covered by share options and share appreciation rights,

•  Restricted share/restricted share units:  No more than          restricted shares or restricted share units,

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•  Performance shares/units:  No more than           shares (if payable in shares) or the value of $      if payable in cash,

•  Cash-based awards:  No more than $     , and

•  Other share-based awards:  No more than     shares.

Administration.  Our Compensation Committee will be responsible for administering the 2010 Plan. The Compensation Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be our employee, and the Compensation Committee and our officers and board of directors will be entitled to rely upon the advice, opinions or valuations of those individuals. The Compensation Committee may delegate to one or more of its members or to one or more of our officers or to one or more agents or advisors such administrative duties or powers it may deem advisable. However, the Compensation Committee will not be able to delegate, to any officer, the responsibility for granting awards to any of our employees who are considered insiders as defined by the 2010 Plan. Moreover, only the board of directors or the Compensation Committee can determine and approve awards made to nonemployee directors.

Subject to the terms and conditions of the 2010 Plan, the administrator generally will have the authority to select the persons to whom awards will be made, to determine the number of shares to be subject to awards and the terms and conditions of awards and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2010 Plan. The administrator will also be authorized to adopt, amend or rescind rules relating to administration of the 2010 Plan.

Eligibility.  Options, SARs, restricted shares and all other share-based and cash-based awards under the 2010 Plan may be granted to individuals who are our officers or key employees, as determined by the Compensation Committee, or are officers or key employees of certain of our subsidiaries. Such awards also may be granted to our nonemployee directors. However, only officers and key employees may be granted incentive share options, or ISOs, which are described below.

Awards.  The 2010 Plan provides that the administrator may grant or issue share options, SARs, restricted share awards, restricted share unit awards, performance unit awards, performance share awards, cash-based awards and other share based awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

•  Nonqualified Share Options, or NQSOs, will provide for the right to purchase our common shares at a specified price which may not be less than fair market value on the date of grant and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NQSOs may be granted for any term specified by the administrator, but may not exceed ten years.

•  Incentive Share Options will be designed in a manner intended to comply with the provisions of Section 422 of the Internal Revenue Code and will be subject to specified restrictions contained in the Internal Revenue Code. Among those restrictions, ISOs must have an exercise price of not less than the fair market value of a common share on the date of grant, may only be granted to employees, must not be exercisable after a period of ten years measured from the date of grant and will retain their ISO status so long as they are exercised within 90 days after termination of employment (or within one year after a disability termination). In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our common shares, the 2010 Plan provides that the exercise price must be at least 110% of the fair market value of a common share on the date of grant and the ISO must not be exercisable after a period of five years

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measured from the date of grant. Up to        of our common shares under the 2010 Plan may be granted under ISOs.

•  Share Appreciation Rights may be granted in connection with share options or other awards, or separately. SARs granted in connection with share options or other awards typically will provide for payments to the holder based upon increases in the price of our common shares over a set exercise price. The exercise price of any SAR granted under the 2010 Plan must be at least 100% of the fair market value of a common share on the date of grant. The term of a SAR shall not exceed 10 years. Except as required by Section 162(m) of the Internal Revenue Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Internal Revenue Code, there are no restrictions specified in the 2010 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by the administrator in the SAR agreements.

•  Restricted Shares may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted shares, typically, may be forfeited for no consideration or repurchased by us at the original purchase price (if any) if the conditions or restrictions on vesting are not met. In general, restricted shares may not be sold, or otherwise transferred, until restrictions are removed or expire. Recipients of restricted shares, unlike recipients of options, will have voting rights and may receive dividends paid prior to the time when the restrictions lapse.

•  Restricted Share Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted shares, restricted share units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted shares, shares underlying restricted share units will not be issued until the restricted share units have vested, and recipients of restricted share units will not have any voting rights prior to the time when vesting conditions are satisfied.

•  Performance Awards may be granted by the administrator in the form of performance units or performance shares. Generally, these awards will be based upon specific performance targets and may be paid in cash or in common shares or in a combination of both. After the applicable performance period has ended, the holder of performance units or performance shares shall be entitled to receive a payout on the value and number of performance units or performance shares earned by the participant over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

•  Other Awards may be granted by the Compensation Committee, either in the form of equity-based, equity-related, or cash-based. If the Compensation Committee exercises its discretion to establish performance goals, the number and/or value of cash-based awards or other share-based awards that will be paid out to the recipient will depend on the extent to which the performance goals are met.

•  Dividend Equivalents may be granted by the Compensation Committee. Such dividend equivalents will be converted to cash or additional shares by such formula and at such time and subject to such limitations as may be determined by the Compensation Committee. The Compensation Committee may not grant dividend equivalents based on the dividends declared on shares that are subject to an options, ISO, or SAR award; and furthermore, no dividend or dividend equivalents will be paid out with respect to any unvested performance awards.

Change in Control.  In the event of involuntary termination of employment within two years following a change in control, outstanding options, SARs, restricted stock and restricted stock units under the 2010 Plan will generally be subject to accelerated vesting such that 100% of such award will become vested and exercisable or payable, as applicable, unless otherwise provided in the applicable award agreement. The treatment of all other awards shall be determined by the terms and

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conditions set forth in the applicable award agreement, or in the sole discretion of the Compensation Committee. Under the 2010 Plan, a change in control is generally defined as:

•  the acquisition by any person of beneficial ownership of 30% or more of either our then outstanding shares or the combined voting power of our then outstanding voting securities;

•  individuals who constitute the continuing directors cease to constitute at least a majority of the board;

•  consummation of a reorganization, amalgamation, merger, consolidation, or business combination involving us, directly or indirectly, other than a merger, consolidation, reorganization or business combination which results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which no person or group beneficially owns 20% or more of the outstanding voting securities of the surviving entity immediately after the transaction;

•  the sale, exchange, or transfer of all or substantially all of our assets; or

•  shareholder approval of our liquidation or dissolution.

Adjustments of Awards.  In the event of any corporate event or transaction, such as an amalgamation, merger, consolidation, reorganization, recapitalization, right offering, separation, partial or complete liquidation, share dividend, share split, reverse share split, split up, spin-off, or other distribution of our shares or property to a shareholder (other than an extraordinary dividend), combination of shares, exchange of shares, dividend in-kind, or other like change in capital structure or distribution or any similar corporate event or transaction affecting the number of our outstanding common shares or the common share price that would require adjustments to the 2010 Plan or any awards under the 2010 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to:

•  the aggregate number and type of shares subject to the 2010 Plan;

•  the terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards and the number of shares underlying outstanding awards); and

•  the grant or exercise price per share of any outstanding awards under the 2010 Plan.

Amendment and Termination.  Our board of directors or the Compensation Committee (with board approval) may terminate, amend or modify the 2010 Plan at any time and from time to time. However, we must generally obtain shareholder approval:

•  to increase the number of shares available under the 2010 Plan (other than in connection with certain corporate events, as described above);

•  to grant options with an exercise price that is below 100% of the fair market value of our common shares on the grant date;

•  to extend the exercise period for an option beyond ten years from the date of grant; or

•  to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule).

Expiration Date.  The 2010 Plan will expire on, and no option or other award may be granted pursuant to the 2010 Plan after the 10^th anniversary of this offering. Any award that is outstanding on the expiration date of the 2010 Plan will remain in force according to the terms of the 2010 Plan and the applicable award agreement.

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PRINCIPAL AND SELLING SHAREHOLDER

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Percentage of beneficial ownership is based on (i) common shares outstanding immediately prior to the completion of this offering and (ii) common shares to be outstanding after the completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares, or           shares, assuming full exercise of the option to purchase additional shares. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all common shares shown as beneficially owned by the shareholder.

The following tables set forth information regarding the beneficial ownership of our common shares (i) immediately prior to the completion of this offering and (ii) as adjusted to give effect to this offering by each person or group who is known by us to own beneficially more than 5% of our outstanding common shares:

						Shares Beneficially			Shares Beneficially
	Shares Beneficially					Owned After this			Owned After this
	Owned Before this				Shares	Offering Without			Offering with Exercise
Name and Address of	Offering				Offered	Exercise of Option			of Option
Beneficial Owner	Number	Percent			Hereby	Number	Percent		Number	Percent
AZ Chem Investments Partners LP(1)(2)(3)(4)			100	%				%			%
c/o Rhône Capital III, L.P. 630 5th Avenue, New York, New York 10111

(1)

AZ Chem Investments Partners LP is controlled by AZ Chem Investments LLC, its general partner, which is managed by a board the members of which are designated by Rhône Partners III L.P., Rhône Coinvestment Partners III L.P. and Rhône Offshore Partners III L.P (together, the “Rhône Funds”). The Rhône Funds are managed by Rhône Capital III L.P., which is the general partner of each Rhône Fund. Rhône Capital III L.P. is managed by Rhône Holdings III LLC, its general partner, which is managed by Rhône Capital, its sole member. Each of AZ Chem Investments LLC, the Rhône Funds, Rhône Capital III L.P., Rhône Holdings III LLC and Rhône Capital disclaim beneficial ownership of the shares held by AZ Chem Investments Partners LP.

(2)

The Rhône Funds, International Paper and AZ Chem MIV I Ltd. and AZ Chem MIV II LP are limited partners in AZ Chem Investments Partners LP. Prior to this offering, the Rhône Funds held a     % limited partnership interest in AZ Chem Investments Partners LP, while International Paper held a     % limited partnership interest and members of our management, through their interests in AZ Chem MIV I Ltd. and AZ Chem MIV II LP, held a     % limited partnership interest.

(3) For information regarding the Acquisition, pursuant to which Rhône Capital acquired Arizona Chemical from International Paper, see “Business — Transactions with Rhône Capital and International Paper”. For information regarding transactions with Rhône Capital subsequent to the Acquisition, see “Certain Relationships and Related Party Transactions — Relationship with Rhône Capital” and “Certain Relationships and Related Party Transactions — Shareholders Agreement”.

(4) AZ Chem Investments Partners LP is an affiliate of Rhône Group Advisors LLC, a broker-dealer, and certifies that it bought the securities in the ordinary course of business, and at the time of the

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purchase of the securities to be resold it had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

The following table sets forth information regarding the beneficial ownership of our common shares (i) immediately prior to the completion of this offering and (ii) as adjusted to give effect to this offering by:

•  each of our named executive officers;

•  each of our directors and each director nominee; and

•  all of our executive officers, directors and director nominees as a group.

Shares Beneficially

Shares Beneficially

Shares Beneficially

Owned After this

Owned After this

Owned Before this

Shares

Offering Without

Offering with Exercise

Name and Address of

Offering

Offered

Exercise of Option

of Option

Beneficial Owner

Number

Percent

Hereby

Number

Percent

Number

Percent

Cornelis Verhaar(1)

—

—

%

—

—

—

%

—

—

%

Frederic Jung(1)

—

—

%

—

—

—

%

—

—

%

Juhani Tuovinen(1)

—

—

%

—

—

—

%

—

—

%

Gary Reed(1)

—

—

%

—

—

—

%

—

—

%

Dick Stuyfzand(1)

—

—

%

—

—

—

%

—

—

%

Leonard Berlik(1)(2)

—

—

%

—

—

—

%

—

—

%

John R. Bolton

—

—

%

—

—

—

%

—

—

%

Petter Johnsson

—

—

%

—

—

—

%

—

—

%

Jochen Krautter(1)

—

—

%

—

—

—

%

—

—

%

Gerald Marterer(1)

—

—

%

—

—

—

%

—

—

%

Sebastien Mazella di Bosco

—

—

%

—

—

—

%

—

—

%

Eytan Tigay

—

—

%

—

—

—

%

—

—

%

All executive officers and directors as a group:

—

—

%

—

—

—

%

—

—

%

(1) For a discussion of interests certain members of our management and board of directors have in AZ Chem MIV I Ltd. and AZ Chem MIV II LP, see “Executive Compensation — Compensation Discussion and Analysis — Components of Direct Compensation — AZ Chem MIV I Ltd. and AZ Chem MIV II LP” and “Executive Compensation — Other Compensation Matters — MIV I and MIV II”.

(2) In connection with his services as a member of the board of managers of AZ Chem Investments LLC for the one year periods ended February 28, 2008 and February 28, 2009, Mr. Berlik received “phantom interests” in AZ Chem Investments Partners LP reflecting the economic equivalent of a $100,000 investment in AZ Chem Investments Partners LP.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationship with Rhône Capital

As described under “Business — Transactions with Rhône Capital and International Paper”, Rhône Capital acquired us from International Paper on February 28, 2007.

Prior to this offering, the Rhône Funds held a     % limited partnership interest in AZ Chem Investments Partners LP, our parent, and control AZ Chem Investments LLC, the general partner and manager of AZ Chem Investments Partners LP. As a result, the Rhône Funds control AZ Chem Investments Partners LP and therefore control us.

Management Agreement

In connection with the Acquisition, we entered into a Management Agreement with Rhône Group L.L.C., an affiliate of Rhône Capital, pursuant to which Rhône Group L.L.C., in exchange for providing certain monitoring and other management services and assistance, is entitled to receive a management fee of €1,000,000 per year, payable semi-annually on each January 1 and July 1 and reimbursement of out-of-pocket expenses. Fees and expenses totaled $0.5 million, $1.5 million, $2.0 million and $1.3 million for the three-month period ended March 31, 2010, the years ended December 31, 2009 and 2008 and the ten-month period ended December 31, 2007, respectively. We currently expect that the Management Agreement will be amended in connection with this offering for a fee of €5.0 million payable by us to Rhône Group L.L.C., which amendment will eliminate the yearly management fee.

Settlement Agreement

On November 17, 2009, we entered into a Settlement Agreement and Mutual Release, which we refer to as the “Settlement Agreement”, with AZ Chem Luxembourg Holdings S.à r.l., our parent before giving effect to the Reorganization and an affiliate of Rhône Capital, and International Paper pursuant to which we and AZ Chem Luxembourg Holdings S.à r.l. agreed to settle a number of claims against International Paper in exchange for a payment to AZ Chem Luxembourg Holdings S.à r.l. in the amount of $1.7 million. In connection with our entry into the Settlement Agreement, we amended and restated our CTO and CST supply agreements with International Paper to clarify certain provisions of the agreements and to modify the mechanism by which the prices of BLS and CTO are determined.

Under the terms of the Settlement Agreement, in the event that we make an out-of-pocket payment in respect of (i) the closure of a landfill acquired from Stora Enso that is less than $773,000, or (ii) the soil and groundwater contamination at our facility in Sandarne, Sweden that is less than $250,000, we are required to pay International Paper 50% of the difference between that amount and our actual out-of-pocket costs for that claim.

Purchase and Contribution of Our Indebtedness

In a series of transactions during the second half of 2008, the Rhône Funds acquired approximately $27.2 million of the debt outstanding under our Second Lien Credit Agreement. The Rhône Funds contributed $9.5 million of this debt to AZ Chem Investments Partners LP and then AZ Chem Investments Partners LP contributed this debt to us in accordance with the terms of our credit agreements, which debt was then extinguished. In consideration for this contribution, the Rhône Funds received special preferred equity interests in AZ Chem Investments Partners LP. We intend to use a portion of the proceeds of this offering to make a distribution to AZ Chem Investments Partners LP, which it will use to redeem these special preferred interests. See “Use of Proceeds”.

We pay the Rhône Funds interest on the second lien debt they hold in accordance with the terms of our Second Lien Credit Agreement. Since the Rhône Funds acquired this debt in 2008, the cumulative amount of interest paid to the Rhône Funds was $1.7 million as of March 31, 2010.

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Management Loans

As described under “Executive Compensation”, two management incentive vehicles, or MIVs, were established in connection with the Acquisition to enable our management to invest indirectly in our equity. Beginning in July 2007, we provided loans to certain members of our management to assist them in financing a portion of these investments. Each of these loans bears interest at a rate of 7.88%.

On September 11, 2008, we loaned Cornelis Verhaar, our President and Chief Executive Officer, $500,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $557,752, representing a repayment of principal of $500,000 and a payment of accrued and unpaid interest of $57,752.

On February 11, 2009, we loaned Frederic Jung, our Vice President and Chief Financial Officer, $250,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $270,149, representing a repayment of principal of $250,000 and a payment of accrued and unpaid interest of $20,149.

On July 2, 2007, we loaned Juhani Tuovinen, our Vice President and General Manager — Europe, $260,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $317,602, representing a repayment of principal of $260,000 and a payment of accrued and unpaid interest of $57,602.

On July 2, 2007, we loaned David Cowfer, our Vice President, Human Relations and Corporate Communications, $150,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $183,232, representing a repayment of principal of $150,000 and a payment of accrued and unpaid interest of $33,232.

On July 2, 2007, we loaned Gary Reed, our Vice President and General Manager — North America, $200,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $244,309, representing a repayment of principal of $200,000 and a payment of accrued and unpaid interest of $44,309.

On June 20, 2007, we loaned Gerald Marterer, a member of our board of directors, $500,000 in connection with his participation in the MIVs. On February 19, 2010, this loan was assigned to AZ Chem Investments Partners LP for a payment to us of $612,298, representing a repayment of principal of $500,000 and a payment of accrued and unpaid interest of $112,298.

Shareholders Agreement

Pursuant to the terms of the limited partnership agreement of AZ Chem Investments Partners LP, each of the Rhône Funds, International Paper and each of the MIVs, which we refer to below as the “Partners”, has the right to require that AZ Chem Investments Partners LP distribute to such Partner its pro rata portion of our shares held by AZ Chem Investments Partners LP beginning 180 days after the completion of this offering.

Prior to the completion of this offering, we will enter into a shareholders agreement with the Partners that will provide, among other matters, for piggyback registration rights following a distribution of our common shares to the Partners at any time that the Partners are not entitled to sell shares in accordance with Rule 144 under the Securities Act. If at any time we intend to file a registration statement under the Securities Act (with certain exceptions) covering a primary or secondary offering of any of our common shares, we will advise each party to the shareholders agreement of its right to have its common shares included in such registration. Upon receipt of a timely request, we will include in the registration statement all of our common shares that a party requests for inclusion in the registration statement, and we will use commercially reasonable efforts to effect the registration of those shares. Any sale of our common shares in a piggyback registration will be subject to customary cutback rights, giving priority to primary sales of shares by us. However, if we determine not to proceed with a proposed registration, then we may, at our election, give written notice of that decision to the Partners and be relieved of our registration obligation. The shareholders agreement will impose additional restrictions on the ability of the MIVs to exercise

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piggyback registration rights. We will pay all registration expenses in connection with a piggyback registration, including all registration, filing and qualification fees, all printing expenses and all listing fees, but excluding underwriting discounts and commissions of selling shareholders and fees and disbursements of counsel for selling shareholders.

Director and Officer Indemnification

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the Company, against any of the Company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

We are in the process of obtaining directors’ and officers’ insurance for some of our directors, officers, affiliates, partners or employees for liabilities relating to the performance of their duties. Such indemnification shall not extend to any matter which would render it void pursuant to the Companies Act.

Policy Concerning Related Party Transactions

In connection with this offering, we will adopt a formal written policy concerning related party transactions. Under the policy, our employees, officers and directors will be discouraged from entering into any transaction that may cause a conflict of interest for us. In addition, they must report any potential conflict of interest, including related party transactions, to their supervisors or our law department. Pursuant to its charter, our Audit Committee will be required to then evaluate each related person transaction for the purpose of recommending to the disinterested members of our board of directors that the transactions are fair, reasonable and within our policy, and should be ratified and approved by the board. In evaluating such proposed transactions, the Audit Committee will be required to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including: the benefits of the transaction to our company; the terms of the transaction and whether they are arm’s-length and in the ordinary course of our company’s business; the direct or indirect nature of the related person’s interest in the transaction; the size and expected term of the transaction; and other facts and circumstances that bear on the materiality of the related person transaction under applicable law and listing standards. Our Audit Committee will recommend approval of only those transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Audit Committee determines in the good faith exercise of its discretion.

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DESCRIPTION OF OUR INDEBTEDNESS

On February 28, 2007, in connection with the Acquisition, (1) Arizona Chem Sweden Holdings AB and certain of its European and U.S. subsidiaries entered into a First Lien Credit and Guaranty Agreement with certain lenders and with Goldman Sachs Credit Partners L.P. and Bank of America, N.A., as agents (the “First Lien Credit Agreement”), and (2) certain of our U.S. subsidiaries entered into a Second Lien Credit and Guaranty Agreement with certain lenders and with Goldman Sachs Credit Partners L.P. and CapitalSource Finance LLC, as agents (the “Second Lien Credit Agreement”). The First Lien Credit Agreement was amended as of July 1, 2008, July 24, 2008 and November 14, 2008. The Second Lien Credit Agreement was amended as of July 24, 2008. On May 28, 2010, we entered into amendments to both our First Lien Credit Agreement and our Second Lien Credit Agreement, which amendments become effective upon completion of this offering.

First Lien Credit Agreement

The First Lien Credit Agreement consists of (1) a five-year $60.0 million revolving credit facility and (2) six-year term loans in the original amount of (i) €75.9 million to Arizona Chemical AB, our European subsidiary borrower (the “European term loans”) and (ii) $150 million to AZ Chem US Inc., our U.S. subsidiary borrower (the “U.S. term loans”). The revolving credit facility includes borrowing capacity available for letters of credit and for swing line loans (that is, borrowings on same-day notice). In addition, we may request the establishment of an incremental term loan facility in an aggregate amount not to exceed $75.0 million, subject to receipt of commitments from the first lien term loan lenders or from other eligible lending institutions acceptable to the administrative agent.

Interest Rate and Fees

The borrowings under the First Lien Credit Agreement bear interest at a rate equal to an applicable margin plus, as specified in the First Lien Credit Agreement, either (1) a base rate determined by reference to the highest of (i) the prime rate (being the rate of interest quoted in The Wall Street Journal, Money Rates Section as the prime rate) and (ii) the federal funds rate plus 1/2 of 1%, or (2) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs.

The applicable margin for borrowings under the revolving credit facility is 2.25% with respect to LIBOR borrowings, provided that such margin will be reduced to (1) 2.00% where the leverage ratio (as described below under “— Certain Covenants and Events of Default”) is less than 4.5x and equal to or greater than 4.0x, (2) 1.75% where the leverage ratio is less than 4.0x and equal to or greater than 3.5x, and (3) 1.50% where the leverage ratio is less than 3.5x.

The applicable margin for borrowings under the revolving credit facility that are base rate loans as well as for swing line loans is equal to the applicable margin for revolving LIBOR borrowings set forth in the preceding paragraph minus 1.00% per annum.

The applicable margin for U.S. term loans that are LIBOR borrowings is 2.00% per annum, and the applicable margin for U.S. term loans that are base rate borrowings is 1.00% per annum. The applicable margin for European term loans is 2.25% per annum.

In addition to paying interest on outstanding principal under the First Lien Credit Agreement, we are also required to pay the lenders a commitment fee on unused commitments under the revolving credit facility (taking into account letter of credit usage) at a rate equal to either 0.50% per annum or, if our leverage ratio is less than 4.0x, 0.375% per annum. We are also required to pay letter of credit fees on unused letter of credit drawings at the same rates as apply to unused commitments under the revolving facility. During the existence of any payment default under the First Lien Credit Agreement, the margin on all obligations under the First Lien Credit Agreement shall increase by 2% per annum.

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Amortization and Availability

The First Lien Credit Agreement requires us to continue making quarterly amortization payments of the term loans in quarterly amounts equal to 1/4 of 1% of the total outstanding principal amount for each quarter through and including the quarter ending December 31, 2012. The remaining principal balance of the term loans is payable at the end of the sixth year in a lump-sum equal to the outstanding principal at that time. The aggregate amount of the term loans outstanding under the First Lien Credit Agreement as of March 31, 2010 was $211.9 million.

No amounts were outstanding on the revolving credit facility at March 31, 2010.

Prepayments

The First Lien Credit Agreement requires us, subject in each case to certain exceptions, to prepay outstanding term loans in an amount equal to:

•  100% of the net cash proceeds of all asset sales and dispositions by Arizona Chem Sweden Holdings AB and its subsidiaries, subject to certain exceptions;

•  100% of the net cash proceeds from any payment received by Arizona Chem Sweden Holdings AB and its subsidiaries in respect of any casualty insurance claim or condemnation proceeding, subject to certain exceptions;

•  100% of the net cash proceeds of issuances of certain debt obligations by Arizona Chem Sweden Holdings AB and its subsidiaries;

•  50% of the net cash proceeds from capital contributions to and equity issuances by Arizona Chem Sweden Holdings AB or any of its subsidiaries, including a step-down to 25% of net cash proceeds where our leverage ratio is equal to or less than 3.5x for the relevant period, provided that with respect to cash proceeds relating to this offering, we are required to prepay outstanding term loans in an amount equal to 75% of the net cash proceeds; and

•  50% of Arizona Chem Sweden Holdings AB and its subsidiaries’ annual excess cash flow (as defined in the First Lien Credit Agreement) minus certain voluntary prepayments during such period, including a step-down to 25% of excess cash flow with respect to any period to the extent our leverage ratio is equal to or less than 3.5x for such period.

Voluntary prepayments and commitment reductions are permitted in whole or in part, without premium or penalty, subject to minimum prepayment or reduction requirements.

Guaranty and Security

All of our obligations under the First Lien Credit Agreement are unconditionally guaranteed by substantially all of our existing and subsequently acquired or organized subsidiaries. The obligations under the First Lien Credit Agreement (including the guarantees) are secured by substantially all of our present and future assets and all present and future assets of each guarantor, including but not limited to (1) a first-priority pledge of all of our common shares and all of the outstanding common shares owned by us or any guarantor in any domestic subsidiary, (2) a first-priority pledge of 66% of the outstanding capital stock owned by us or any guarantor in any first-tier foreign subsidiary, and (3) perfected first-priority security interests in all of our other present and future assets and the other present and future assets of each guarantor, subject to certain limited exceptions.

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Certain Covenants and Events of Default

The First Lien Credit Agreement contains customary representations and warranties, subject to limitations and exceptions, and customary covenants restricting our ability to, among other things and subject to various exceptions:

•  declare dividends, make distributions or redeem or repurchase capital stock;

•  prepay, redeem or repurchase other debt;

•  incur liens or grant negative pledges;

•  make loans and investments and enter into acquisitions and joint ventures;

•  incur additional indebtedness;

•  amend or otherwise alter or waive any material rights under any organizational document, certain transaction documents relating to the Acquisition or any permitted debt agreements;

•  make capital expenditures;

•  engage in mergers, acquisitions and asset sales;

•  engage in sale and lease-back transactions;

•  conduct transactions with affiliates;

•  alter the nature of our businesses; or

•  change our fiscal quarter or our fiscal year.

The First Lien Credit Agreement also contains certain financial covenants based on our Adjusted EBITDA. A leverage ratio covenant requires that we maintain a consolidated total debt to Adjusted EBITDA ratio that does not exceed (a) 5.5x on the last day of the fiscal quarter ending on December 31, 2009, (b) 4.5x on the last day of each fiscal quarter ending on March 31, June 30, September 30 and December 31, 2010, and (c) 4.0x on the last day of each subsequent fiscal quarter beginning with the fiscal quarter ending March 31, 2011. An interest coverage ratio covenant requires that we maintain an Adjusted EBITDA to consolidated interest expense ratio (in each case for the four preceding fiscal quarter period) of greater than (x) 2.0x on the last day of the fiscal quarter ending December 31, 2009, (y) 2.25x on the last day of each fiscal quarter ending on March 31, June 30, September 30 and December 31, 2010, and (z) 2.5x on the last day of each subsequent fiscal quarter beginning with the fiscal quarter ending March 31, 2011.

The First Lien Credit Agreement also contains certain customary affirmative covenants. As of December 31, 2009, we were in compliance in all material respects with all covenants and provisions in the First Lien Credit Agreement.

Events of default under the First Lien Credit Agreement include, but are not limited to:

•  our failure to pay principal, interest, fees, reimbursement in respect of any drawing under a letter of credit, or other amounts under the First Lien Credit Agreement when due (taking into account any applicable grace period);

•  any representation or warranty proving to have been materially incorrect when made or deemed made;

•  with respect to certain covenants, covenant defaults (taking into account any applicable grace period);

•  bankruptcy events;

•  a cross-default or, in certain circumstances, cross-acceleration to certain other debt;

•  unsatisfied final judgments over certain specified thresholds;

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•  a change of control;

•  certain ERISA defaults; and

•  the invalidity or impairment of any loan document or any security interest in relation to the First Lien Credit Agreement.

In addition, the First Lien Credit Agreement includes customary provisions regarding breakage costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability and payments free and clear of withholding.

Borrowings under the First Lien Credit Agreement are subject to the accuracy of representations and warranties (including the absence of any material adverse effect on and/or material adverse development with respect to our business, operations, properties, assets or condition) and the absence of any defaults or events of default (including as a result of the prospective additional borrowing).

Second Lien Credit Agreement

The provisions of the Second Lien Credit Agreement, which consists solely of a seven-year term loan in the original amount of $125 million to AZ Chem US Inc., our U.S. subsidiary borrower (the “second lien term loans”), are substantially identical to the corresponding provisions of the First Lien Credit Agreement described above with the following principal exceptions:

•  the agreement does not establish a revolving credit facility, nor does it include sub-facilities for swing line loans and letters of credit or require payment of any related fees;

•  no scheduled amortization payments are required;

•  the incremental term loan facility is for an amount of up to only $25 million in the aggregate;

•  mandatory prepayments are required only at such time as all amounts outstanding under the First Lien Credit Agreement have been paid and all commitments thereunder have been terminated, or otherwise with the consent of the first lien lenders, provided that we are required to prepay the indebtedness outstanding under our Second Lien Credit Agreement in an amount equal to 25% of the net proceeds received from this offering;

•  the agreement does not require maintenance of a specified interest coverage ratio although it does require maintenance of a specified leverage ratio fixed at a level 0.25% higher than the leverage ratio specified in the First Lien Credit Agreement; and

•  the borrowings are guaranteed by, and secured by the assets of, certain of our U.S. subsidiaries but not by Holdings, the European borrower, or any of our other European subsidiaries.

Borrowings under the Second Lien Credit Agreement bear interest at a rate equal to either (a) a base rate plus a margin of 4.50% per annum or (b) a LIBOR rate plus a margin of 5.50% per annum, with each such rate being determined as described above under “— First Lien Credit and Guaranty Agreement — Interest Rate and Fees”.

As of March 31, 2010, the aggregate amount of term loans outstanding under the Second Lien Credit Agreement was $115.5 million, and we were in compliance in all material respects with all covenants and provisions in the Second Lien Credit Agreement.

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DESCRIPTION OF SHARE CAPITAL

The following summary is a description of the material terms of our share capital. We have filed our certificate of incorporation and memorandum of association and bye-laws as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information”. The following summary also highlights material differences between Bermuda and Delaware corporate laws.

General

We are an exempted company incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number 43973. We were incorporated on February 12, 2010 under the name Arizona Chemical Ltd. Our registered office is located at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.

Our authorized share capital consists of      common shares of par value $0.01 per share and      preference shares of par value $0.01 per share.

Pursuant to our bye-laws, subject to the requirements of the NYSE and to any resolution of the shareholders to the contrary, our board of directors is authorized to issue any of our authorized but unissued shares. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.

Prior to the completion of this offering, 100% of our common shares will be held by AZ Chem Luxemburg Holdings S.à.r.l., a wholly-owned subsidiary of AZ Chem Investments Partners LP, our beneficial owner. For information regarding our beneficial ownership, see “Principal and Selling Shareholder”.

Common Shares

Immediately following the completion of this offering, there will be      common shares issued and outstanding. No preference shares will be issued or outstanding at that time. All of our issued and outstanding common shares prior to completion of this offering are and will be fully paid, and all of our shares to be issued in this offering will be issued fully paid. Holders of common shares have no pre-emptive, redemption, conversion or sinking fund rights.

In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any issued and outstanding preference shares.

Voting

Holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by our bye-laws, resolutions to be approved by holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present. Holders of common shares will vote together as a single class on all matters presented to the shareholders for their vote or approval, including the election of directors.

Any individual who is a shareholder of the Company and who is present at a meeting may vote in person, as may any corporate shareholder that is represented by a duly authorized representative at a meeting of shareholders. Our bye-laws also permit attendance at general meetings by proxy, provided the instrument appointing the proxy is in the form specified in the bye-laws or such other form as the board may determine.

The Companies Act also provides that shareholders may take action by written consent. Subject to the following, anything (except for the removal of an auditor before the expiration of the term of his office or director before the expiration of the term of his office) which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the shareholders may,

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without a meeting and without any previous notice being required, be done by resolution in writing signed by, or in the case of a shareholder that is a corporation whether or not a company within the meaning of the Companies Act, on behalf of, the shareholders who, at the date that the proposed resolution in writing is circulated, would be entitled to attend a meeting and vote on the resolution.

A resolution in writing may be signed by, or in the case of a shareholder that is a corporation whether or not a company within the meaning of the Companies Act, on behalf of, all the shareholders, or all the shareholders of the relevant class thereof, in as many counterparts as may be necessary. A resolution in writing is effective once signed by all of the shareholders on the date that the last shareholder signs the resolution.

Dividends

We have not declared or paid any cash dividends on our common shares since our inception. Other than the distribution we are making to AZ Chem Investments Partners LP out of the proceeds of this offering, we do not anticipate paying any cash dividends on our issued capital for the foreseeable future. We intend to retain all available funds and any future earnings to reduce debt and fund the development and growth of our business.

Any future determination to pay dividends will be at the discretion of our board of directors and will take into account:

•  restrictions in our credit agreements;

•  general economic and business conditions;

•  our financial condition and results of operations;

•  our capital requirements and the capital requirements of our subsidiaries;

•  the ability of our operating subsidiaries to pay dividends and make distributions to us; and

•  such other factors as our board of directors may deem relevant.

We are a holding company and have no direct operations. As a result, we will depend upon distributions from our subsidiaries to pay any dividends.

Additionally, we are subject to Bermuda legal constraints that may affect our ability to pay dividends on our common shares and make other payments. Under the Companies Act, we may declare or pay a dividend out of distributable reserves only if we have reasonable grounds for believing that we are, or would after the payment be, able to pay our liabilities as they become due and if the realizable value of our assets would thereby not be less than the aggregate of our liabilities, issued share capital and share premium accounts. Issued share capital is the aggregate par value of the company’s issued shares, and the share premium account is the aggregate amount paid for issued shares over and above their par value. Share premium accounts may be reduced in certain limited circumstances. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares.

Preference Shares

Pursuant to Bermuda law and our bye-laws, our board of directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the board of directors without any further shareholder approval. Such rights, preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of Arizona Chemical Ltd. We currently have      authorized preference shares. We have no present plans to issue any preference shares. See “Risk Factors — Risks Related to Holdings

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Shares in a Bermuda Company — We May Issue Preference Shares and Our Bye-Laws and Bermuda Law May Discourage Takeovers, Which Could Affect the Rights of Holders of Our Common Shares”.

Registration Rights

The Rhône Funds, International Paper and the MIVs will have certain share rights with respect to the common shares that they will retain following this offering. See “Shares Eligible for Future Sale” for a discussion of the common shares that may be sold into the public market in the future, and “Certain Relationships and Related Party Transactions — Shareholders Agreement” for a discussion of share rights.

Transfer Agent and Registrar

The register of members will be maintained at the registered office of the Company in Bermuda in accordance with Bermuda law, and a branch register will be maintained in the United States by          , who will serve as branch registrar and transfer agent.

Lock-Up Agreements

All current shareholders are subject to lock-up agreements under which they have agreed not to transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Company, for a period of 180 days after the date of this prospectus, which is subject to extension in some circumstances. These agreements are discussed further in “Shares Eligible for Future Sale — Sales of Restricted Shares”.

Bermuda Law

We are an exempted company organized under the laws of Bermuda. The rights of our shareholders, including those persons who will become shareholders in connection with this offering, are governed by Bermuda law, our memorandum of association and our bye-laws. The laws of Bermuda differ in some material respects from laws generally applicable to U.S. corporations and their stockholders. The following is a summary of material provisions of Bermuda law and our organizational documents not discussed above.

Variation of Rights

If at any time we have more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. Our bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, vary the rights attached to existing shares. In addition, the creation or issue of preference shares ranking prior to common shares will not be deemed to vary the rights attached to common shares or, subject to the terms of any other series of preference shares, to vary the rights attached to any other series of preference shares.

Rights in Liquidation

Under Bermuda law, in the event of a liquidation or winding-up of a company, after satisfaction in full of all claims and creditors and subject to the preferential rights accorded to any series of preference shares and subject to any specific provisions of the company’s bye-laws, the proceeds of the liquidation or winding-up are distributed pro rata among the holders of common shares.

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Meetings of Shareholders

Under Bermuda law, a company is required to convene at least one general meeting of shareholders each calendar year. Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Our bye-laws provide that our board of directors may convene an annual general meeting or a special general meeting. Under our bye-laws, we must give each shareholder at least 30 days’ notice of the annual general meeting and at least 10 days’ notice of any special general meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in nominal value of the shares entitled to vote at such meeting.

Under Bermuda law, the number of shareholders constituting a quorum at any general meeting of shareholders is determined by the bye-laws of a company. Our bye-laws provide that the presence in person or by proxy of two or more shareholders entitled to attend and vote and holding shares representing more than 50% of the combined voting power constitutes a quorum.

Access to Books and Records and Dissemination of Information

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s certificate of incorporation, its memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. We maintain a register of members at the registered office of the Company in Hamilton, Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Classified Board of Directors; Election and Removal of Directors

Our board of directors is divided into three classes of directors serving staggered three year terms. As a result, approximately one-third of our board of directors will be elected each year. The number of directors that comprise our board of directors will be determined by our board of directors. The board may change the number of directors from time to time, subject to a minimum of three and a maximum of 15 directors. Our board currently has eight members. Directors may only be removed for cause, by vote of shares representing a majority of the combined voting power of all holders of common shares voting together as a single class, provided notice of the shareholders meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and a summary of the facts justifying the removal and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. The existence of a classified board of directors may deter a shareholder from removing incumbent directors and simultaneously gaining control of the board of directors by filling vacancies with its own nominees.

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Board Actions

The bye-laws of the Company provide that its business is to be managed and conducted by its board of directors. At common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty includes the following elements: (i) a duty to act in good faith in the best interests of the company; (ii) a duty not to make a personal profit from opportunities that arise from the office of a director; (iii) a duty to avoid conflicts of interest; and (iv) a duty to exercise powers for the purpose for which such powers were intended.

The Companies Act also imposes a duty on directors and officers of a Bermuda company to: (i) act honestly and in good faith with a view to the best interests of the company; and (ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Bermuda law requires that our directors be individuals, but there is no requirement in our bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our bye-laws or Bermuda law that our directors must retire at a certain age.

The remuneration of our directors is determined by the board. Our directors may also be paid all travel, hotel and other expenses properly incurred by them in connection with our business or their duties as directors.

Provided a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to vote in respect of any such contract or arrangement in which he or she is interested unless he or she is disqualified from voting by the chairman of the relevant board meeting. A director (including the spouse or children of the director or any company of which such director, spouse or children own or control more than 20% of the capital or loan debt) can not borrow from us (except loans made to directors who are bona fide employees or former employees pursuant to an employees’ share scheme), unless shareholders holding 90% of the total voting rights have consented to the loan.

Transfer of Shares

Our board of directors may in its absolute discretion and without assigning any reason refuse to register the transfer of a share that is not fully paid. Our board of directors may also refuse to recognize an instrument of transfer of a share unless it is accompanied by the relevant share certificate and such other evidence of the transferor’s right to make the transfer as our board of directors shall reasonably require. Subject to these restrictions, a holder of common shares may transfer the title to all or any of his common shares by completing a form of transfer in the form set out in our bye-laws (or as near thereto as circumstances admit) or in such other common form as the board may accept. The instrument of transfer must be signed by the transferor and transferee, although in the case of a fully paid share our board of directors may accept the instrument signed only by the transferor.

Indemnification of Directors and Officers

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our

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bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the Company, against any of the Company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. We are in the process of purchasing a directors’ and officers’ liability policy for such a purpose.

Amendment of Memorandum of Association and Bye-Laws

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders of which due notice has been given. Our bye-laws provide that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made, unless it shall have been approved by a resolution of our board of directors and by a resolution of our shareholders.

Under Bermuda law, the holders of an aggregate of not less than 20% in par value of a company’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of the persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Amalgamations and Appraisal Rights

A Bermuda exempted company may acquire the business of another Bermuda exempted company or a company incorporated outside Bermuda when the business of the target company is within the acquiring company’s objects as set forth in its memorandum of association.

Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company, a shareholder of the Bermuda company who did not vote in favor of the amalgamation and who is not satisfied that fair value has been offered for his or her shares in the Bermuda company may within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of his or her shares. Under Bermuda law and our bye-laws, the amalgamation of Arizona Chemical Ltd. with another company or corporation (other than certain affiliated companies) requires an amalgamation agreement to first be approved and then recommended by our board of directors and by resolution of our shareholders. Our bye-laws provide that a simple majority of the shareholders voting at such meeting is required to approve the amalgamation agreement.

Shareholder Suits

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company or is illegal or would result in violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

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When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholder, by other shareholders or by the company.

Our bye-laws contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.

Discontinuance

Under Bermuda law, an exempted company may be discontinued and be continued in a jurisdiction outside Bermuda as if it had been incorporated under the laws of that other jurisdiction. Our bye-laws provide that our board of directors may exercise all our power to discontinue to another jurisdiction without the need of any shareholder approval.

Takeovers/Compulsory Acquisition of Shares Held by Minority Holders

An acquiring party is generally able to acquire compulsorily the common shares of minority holders in the following ways:

•  By a procedure under the Companies Act 1981 known as a “scheme of arrangement”. A scheme of arrangement could be effected by obtaining the agreement of the Company and of holders of common shares, representing in the aggregate a majority in number and at least 75% in value of the common shareholders present and voting at a court ordered meeting held to consider the scheme or arrangement. The scheme of arrangement must then be sanctioned by the Bermuda Supreme Court. If a scheme of arrangement receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares could be compelled to sell their shares under the terms of the scheme or arrangement.

•  If the acquiring party is a company it may compulsorily acquire all the shares of the target company, by acquiring pursuant to a tender offer 90% of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, require by notice any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares unless the Supreme Court of Bermuda (on application made within a one-month period from the date of the offeror’s notice of its intention to acquire such shares) orders otherwise.

•  Where one or more parties holds not less than 95% of the shares or a class of shares of a company, such holder(s) may, pursuant to a notice given to the remaining shareholders or class of shareholders, acquire the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired.

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Delaware Law

The terms of share capital of corporations incorporated in the United States, including Delaware, differ from corporations incorporated in Bermuda. The following discussion highlights material differences of the rights of a shareholder of a Delaware corporation compared with the rights of our shareholders under Bermuda law, as outlined above.

Under Delaware law, a corporation may indemnify its director or officer (other than in action by or in the right of the corporation) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if such director or officer (i) acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and (ii) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Delaware law provides that a majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at a meeting of shareholders. In matters other than the election of directors, with the exception of special voting requirements related to extraordinary transactions, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote is required for shareholder action, and the affirmative vote of a plurality of shares is required for the election of directors. With certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.

Under Delaware law, subject to any restrictions contained in the company’s certificate of incorporation, a company may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding shares of all classes having a preference upon the distribution of assets.

Delaware law permits corporations to have a classified board of directors. Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or by-laws to call a special meeting of shareholders. Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.

Delaware law permits any shareholder to inspect or obtain copies of a corporation’s shareholder list and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.

Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law, and the court generally has discretion in such actions to permit the winning party to recover attorneys’ fees.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common shares, and we cannot assure you that a liquid trading market for our common shares will develop or be sustained after this offering. Future sales of substantial amounts of common shares, including shares issued upon exercise of options and warrants, in the public market after this offering, or the anticipation of those sales, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through sales of our equity securities. Immediately prior to the closing of the offering, we will have one holder of common shares, AZ Chem Investments Partners LP.

Sales of Restricted Shares

Upon the closing of this offering, we will have outstanding an aggregate of approximately
           common shares. Of these shares,           common shares to be sold in this offering, or           common shares if the underwriters exercise their option to purchase additional shares in full, will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act. All remaining shares were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or sold in accordance with Rule 144, which is discussed below.

AZ Chem Investments Partners LP, the holder of all of our currently outstanding shares, is subject to a lock-up agreement under which it has agreed not to transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares, for a period of 180 days after the date of this prospectus, which is subject to extension in some circumstances, as discussed below.

As a result of the lock-up agreement described below and the provisions of Rule 144 under the Securities Act, we expect the remaining           of our common shares to become eligible for future sale in the public market pursuant to Rule 144 at varying times after six months from the date of this prospectus.

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate, has not been our affiliate for the previous three months and who has beneficially owned our common shares for at least six months may sell all such shares. An affiliate or a person who has been our affiliate within the previous 90 days, and who has beneficially owned our common shares for at least six months, may sell within any three-month period a number of shares that does not exceed the greater of:

•  one percent of the number of common shares then outstanding, which will equal approximately           shares immediately after this offering; and

•  the average weekly trading volume of the common shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

All such sales under Rule 144 are subject to the availability of current public information about us. Sales under Rule 144 by affiliates or persons who have been affiliates within the previous 90 days are also subject to manner of sale provisions and notice requirements. Upon completion of the 180-day lock-up period, subject to any extension of the lock-up period under circumstances described below, approximately           shares of our outstanding restricted securities will be eligible for sale under Rule 144.

Lock-Up Agreements

We and the selling shareholder have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the common shares or securities convertible into or exchangeable for common shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, subject to certain exceptions. Goldman, Sachs & Co. may, in its sole discretion release any of these shares from these restrictions at any time without notice. See “Underwriting”.

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MATERIAL BERMUDA AND UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Bermuda Tax Considerations

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our common shares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 28, 2016, be applicable to us or to any of our operations or to our shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.

United States Federal Income Tax Considerations

Certain Issues Relating to Our U.S. Federal Income Tax Treatment

This section describes the material United States federal income tax consequences of owning and disposing of the common shares. This discussion does not purport to be a comprehensive description of all tax considerations that may be relevant to you as owner of the shares. In particular, it applies to you only if you acquire your shares in this offering and you hold your shares as capital assets for tax purposes. This discussion addresses only United States federal income tax consequences and does not address the tax treatment of the ownership and disposition of the shares under applicable state or local laws of any jurisdiction. This section does not apply to you (i) with respect to shares which you already own at the time of the offering; in particular, this section does not discuss the tax consequences of the restructuring which was completed immediately prior to this offering (as described under “Business — Corporate Structure and Reorganization” above; the “Restructuring”) to an existing holder of shares at the time of the Restructuring, or (ii) if you are a member of a special class of holders subject to special rules, including:

•  a dealer in securities;

•  a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;

•  a tax-exempt organization;

•  a financial institution;

•  a life insurance company;

•  a person liable for alternative minimum tax;

•  a person that actually or constructively owns 10% or more of our voting shares;

•  a person that holds shares as part of a straddle or a hedging or conversion transaction;

•  a U.S. expatriate; or

•  a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar.

This section is based on the Internal Revenue Code of 1986 (the “Code”), as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. There is currently no comprehensive income tax treaty between the United States and Bermuda.

If a partnership holds the shares, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the shares.

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You are a U.S. Holder if you are a beneficial owner of shares and you are:

•  a citizen or resident of the United States;

•  a domestic corporation;

•  an estate whose income is subject to United States federal income tax regardless of its source; or

•  a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

A “non-U.S. Holder” is a beneficial owner of shares that is not a United States Holder.

You should consult your own tax advisor regarding the United States federal, state and local and the Bermuda and other tax consequences of owning and disposing of shares in your particular circumstances.

Taxation of Distributions

U.S. Holders.  Subject to the passive foreign investment company (or “PFIC”) rules discussed below, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) is subject to United States federal income taxation as ordinary income. If you are a noncorporate U.S. Holder, dividends paid to you in taxable years beginning before January 1, 2011 that constitute qualified dividend income will be taxable to you at a maximum tax rate of 15% provided that you hold the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares generally will be qualified dividend income, provided that, in the year that you receive the dividend, the shares are readily tradable on an established securities market in the United States. Our common shares will be listed on the NYSE, which is an established securities market in the United States. Absent new legislation extending the current rates, beginning on January 1, 2011 dividends will be subject to ordinary income rates.

The dividend is taxable to you when you receive it, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares and thereafter as capital gain.

We expect that following the Offering we will be 50% or more owned, by vote or value, by United States persons and that at least 10% of our earnings and profits will be attributable to sources within the United States. Accordingly, we expect that for foreign tax credit purposes, a portion of our dividends will be treated as derived from sources within the United States. With respect to any dividend paid for any taxable year, the United States source ratio of our dividends will be calculated as follows: the numerator of such ratio will be the portion of our earnings and profits from sources within the United States for such taxable year, and the denominator will be the total amount of our earnings and profits for such taxable year. However, we do not expect to provide U.S. Holders with such ratio. The remaining portion of the dividends will be income from sources outside the United States and will, depending on your circumstances, be either “passive” or “general” income for purposes of computing the foreign tax credit allowable to you. In general, your ability to use foreign tax credits may be limited and is dependent on your particular circumstances. U.S. Holders should consult their own tax advisors with respect to these matters.

Controlled Foreign Corporation Rules.  A foreign corporation will be treated as a “controlled foreign corporation” (“CFC”) for United States federal income tax purposes if, on any day during the

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taxable year of such foreign corporation, more than 50% of the equity interests in such corporation, measured by reference to the combined voting power or value of the equity of the corporation, is owned directly or by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code by United States Shareholders. For this purpose, a “United States Shareholder” is any United States person that possesses directly, or by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code, 10% or more of the combined voting power of all classes of equity in such corporation. If a foreign corporation is a CFC for an uninterrupted period of 30 days or more during any taxable year, each United States Shareholder of the corporation who owns, directly or indirectly, shares in the corporation on the last day of the taxable year in which it is a CFC will be required to include in its gross income for United States federal income tax purposes its pro rata share of the CFC’s “subpart F income”, even if the subpart F income is not distributed. Subpart F income generally includes passive income but also includes certain related party sales and manufacturing income.

Rhône Capital has informed us that it intends to take the position that Arizona Chemical Ltd. and certain of its foreign subsidiaries are CFCs for United States federal income tax purposes. Accordingly, United States persons who might, directly, indirectly or constructively, acquire 10% or more of the common shares of the Issuer or any of its subsidiaries, and therefore might be a United States Shareholder, should consider the possible application of the CFC rules, and consult a tax advisor with respect to such matter.

Non-U.S. Holders.  Dividends paid to you in respect of shares will not be subject to United States federal income tax unless the dividends are “effectively connected” with your conduct of a trade or business within the United States, and the dividends are attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis. In such cases you generally will be taxed in the same manner as a U.S. Holder. If you are a corporate non-U.S. holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Taxation of Capital Gains

U.S. Holders.  Subject to the PFIC rules discussed below, if you sell or otherwise dispose of your shares, you will recognize capital gain or loss equal to the difference between the amount that you realize and your tax basis in your shares. Capital gain of a noncorporate U.S. Holder is generally taxed at preferential rates where the holder has a holding period greater than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Non-U.S. Holders.  You will not be subject to United States federal income tax on gain recognized on the sale or other disposition of your shares unless:

•  the gain is “effectively connected” with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis; or

•  you are an individual, you are present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist.

If you are a corporate non-U.S. Holder, “effectively connected” gains that you recognize may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

PFIC Rules

In general, with respect to U.S. Holders, a foreign corporation will be a PFIC if for any taxable year in which such corporation’s shares are held by U.S. Holders, at least 75% of the gross income for the taxable year is passive income or at least 50% of the value of such corporation’s assets, determined on the basis of a quarterly average, is attributable to assets that produce or are held for the production of passive income.

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We believe that your shares should not be treated as stock of a PFIC for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. If we were to be treated as a PFIC, unless a U.S. Holder elects to be taxed annually on a mark-to-market basis with respect to the shares, gain realized on the sale or other disposition of your shares would in general not be treated as capital gain. Instead, if you are a U.S. Holder, you would be treated as if you had realized such gain and certain “excess distributions” ratably over your holding period for the shares and would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

Medicare Tax

For taxable years beginning after December 31, 2012, a United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income will generally include its gross dividend income and its net gains from the disposition of shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the shares.

Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals that own “specified foreign financial assets” with an aggregate value in excess of $50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. holders that are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of the common shares.

Backup Withholding and Information Reporting

If you are a noncorporate U.S. Holder, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to:

•  dividend payments or other taxable distributions made to you within the United States; and

•  the payment of proceeds to you from the sale of shares effected at a United States office of a broker.

Additionally, backup withholding (currently at a rate of 28%) may apply to such payments if you are a noncorporate U.S. Holder that:

•  fails to provide an accurate taxpayer identification number;

•  is notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns; or

•  in certain circumstances, fails to comply with applicable certification requirements.

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Pursuant to recently enacted legislation, certain payments made to corporate U.S. Holders after December 31, 2011 may also be subject to information reporting and backup withholding.

If you are a non-U.S. Holder, you are generally exempt from backup withholding and information reporting requirements with respect to:

•  dividend payments made to you outside the United States by us or another non-United States payor and

•  other dividend payments and the payment of the proceeds from the sale of shares effected at a United States office of a broker, as long as the income associated with such payments is otherwise exempt from United States federal income tax; and:

•  the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished the payor or broker:

•  an Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person; or

•  other documentation upon which it may rely to treat the payments as made to a non-United States person in accordance with U.S. Treasury regulations; or

•  you otherwise establish an exemption.

Payment of the proceeds from the sale of shares effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of shares that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

•  the proceeds are transferred to an account maintained by you in the United States;

•  the payment of proceeds or the confirmation of the sale is mailed to you at a United States address; or

•  the sale has some other specified connection with the United States as provided in U.S. Treasury regulations;

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption.

In addition, a sale of shares effected at a foreign office of a broker will be subject to information reporting if the broker is:

•  a United States person;

•  a controlled foreign corporation for United States tax purposes;

•  a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period; or

•  a foreign partnership, if at any time during its tax year:

•  one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership; or

•  such foreign partnership is engaged in the conduct of a United States trade or business;

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a United States person.

You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a refund claim with the United States Internal Revenue Service.

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UNDERWRITING

The Company, the selling shareholder and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and           are the representatives of the underwriters.

	Number of
Underwriters	Shares
Goldman, Sachs & Co.
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional           shares from AZ Chem Investments Partners LP. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company and the selling shareholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase           additional shares.

		Full
Paid by the Company	No Exercise	Exercise
Per Share	$	$
Total	$	$

		Full
Paid by the Selling Shareholder	No Exercise	Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $      per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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The Company and the selling shareholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common shares or securities convertible into or exchangeable for common shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the common shares on the New York Stock Exchange under the symbol “ARZ”. In order to meet one of the requirements for listing the common shares on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with the offering, the underwriters may purchase and sell common shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the selling shareholder in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common shares. As a result, the price of the common shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on NYSE, in the over-the-counter market or otherwise.

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In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•  to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•  to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•  to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

•  in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented and agreed that:

•  it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and

•  it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or

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distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, (2) where no consideration is given for the transfer or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. An affiliate of Goldman, Sachs & Co. is a lender under both our First Lien Credit Agreement and our Second Lien Credit Agreement, the administrative agent and collateral agent under our First Lien Credit Agreement and served as lead arranger, bookrunner and syndication agent under both our First Lien Credit Agreement and our Second Lien Credit Agreement. We intend to use our net proceeds from the shares that we sell in this offering to repay $      million of borrowings under our First Lien Credit Agreement. As a result, affiliates of Goldman, Sachs & Co. may receive a portion of the proceeds of this offering through such repayment. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments.

The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $     .

The Company and the selling shareholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

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VALIDITY OF COMMON SHARES

The validity of the common shares offered hereby will be passed upon for us by Conyers Dill and Pearman Limited, Hamilton, Bermuda. Certain legal matters relating to this offering will be passed upon for us by Sullivan & Cromwell LLP, New York, New York. The underwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements and the related financial statement schedules of Arizona Chem Sweden Holdings AB and subsidiaries included in this prospectus as of December 31, 2009 and 2008, and for the years then ended and the ten month period ended December 31, 2007 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and financial statement schedules are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and the related financial statement schedule of Arizona Chemical Division of International Paper Company included in this prospectus for the two months ended February 28, 2007 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and financial statement schedule are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

All the information set forth in “Industry” and certain of the information set forth in “Business” has been included in reliance upon Arthur D. Little Benelux S.A./N.V.’s authority as an expert on such matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and amendments filed with this registration statement, under the Securities Act, with respect to our common shares to be sold in the offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and our common shares to be sold in the offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. You may read and copy this information, including the exhibits and schedules to the registration statement, without charge at the public reference room of the SEC, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our filings with the SEC, including our registration statement, are also available to you on the Securities and Exchange Commission’s website www.sec.gov.

Upon completion of this offering, we will be subject to the information reporting requirement of the Exchange Act, and we intend to file reports, proxy statements and other information with the SEC.

181

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008, the Ten Month Period Ended December 31, 2007, and the Two Month Period Ended February 28, 2007 (Predecessor)		F-5
Consolidated Statements of Shareholder’s Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2009 and 2008, the Ten Month Period Ended December 31, 2007, and the Two Month Period Ended February 28, 2007 (Predecessor)		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008, the Ten Month Period Ended December 31, 2007, and the Two Month Period Ended February 28, 2007 (Predecessor)		F-7
Notes to Consolidated Financial Statements		F-8
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009		F-45
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2010 and 2009		F-46
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2010 and 2009		F-47
Notes to Condensed Consolidated Financial Statements		F-48

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Arizona Chem Sweden Holdings AB

Jacksonville, Florida

We have audited the accompanying consolidated balance sheets of Arizona Chem Sweden Holdings AB and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholder’s equity and comprehensive income (loss), and cash flows for the years then ended and the ten month period ended December 31, 2007. Our audits also included the related financial statement schedules listed in the Index at Item 16. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Arizona Chem Sweden Holdings AB and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2009 and the ten month period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

Certified Public Accountants

Jacksonville, Florida

March 9, 2010 (May 28, 2010 as to Note 20)

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Arizona Chemical Company
Jacksonville, Florida

We have audited the accompanying consolidated statements of operations, shareholder’s equity and comprehensive income (loss), and cash flows of the Arizona Chemical Division of International Paper Company (the “Division”) for the two months ended February 28, 2007. Our audit also included the financial statement schedule listed in the Index at Item 16. These financial statements and financial statement schedule are the responsibility of the Division’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations of the Division and its cash flows for the two months ended February 28, 2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the financial statements, the accompanying financial statements have been prepared from the separate records maintained for the Division by International Paper Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Division had been operated as an unaffiliated company. Portions of certain expenses represent allocations made from corporate office items applicable to International Paper Company as a whole.

As discussed in Note 1 to the financial statements, on February, 28, 2007, Rhône Capital III completed the purchase of the Division.

Certified Public Accountants

Jacksonville, Florida
August 10, 2007 (March 9, 2010 as to the financial statements schedule)

F-3

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	December 31,			December 31,
	2009			2008
Assets
Current assets:
Cash and cash equivalents	$	47,023		$	34,048
Accounts receivable, less allowance for doubtful accounts of $1,000 and $1,279, respectively		99,702			121,714
Inventory		89,124			135,075
Deferred income taxes		3,038			5,769
Prepaid expenses and other current assets		12,863			11,830
Total current assets		251,750			308,436
Property, plant and equipment, net		224,945			223,234
Intangible assets, net		113,540			135,179
Investment in affiliate		11,583			11,192
Other assets		16,191			13,043
Total assets	$	618,009		$	691,084
Liabilities and shareholder’s equity
Current liabilities:
Accounts payable	$	82,826		$	106,706
Accrued liabilities		42,888			40,132
Current portion of long-term debt		3,935			2,786
Total current liabilities		129,649			149,624
Deferred income taxes		39,645			42,001
Long-term debt		330,823			380,619
Capital lease obligations		3,796			3,983
Other liabilities		16,489			19,348
Total liabilities		520,402			595,575
Commitments and contingencies (Note 15)
Shareholder’s equity:
Common shares, $14.25 par value — issued and outstanding 1,000 shares		14			14
Paid-in capital		135,661			137,338
Accumulated deficit		(41,791	)		(53,889	)
Accumulated other comprehensive income		3,723			12,046
Total shareholder’s equity		97,607			95,509
Total liabilities and shareholder’s equity	$	618,009		$	691,084

See Notes to Consolidated Financial Statements

F-4

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

	Successor									Predecessor
							March 1			January 1
	Year Ended			Year Ended			through			through
	December 31,			December 31,			December 31,			February 28,
	2009			2008			2007			2007
Net sales	$	767,465		$	1,001,988		$	723,797		$	132,070
Cost of goods sold		646,986			868,536			642,341			113,074
Gross profit		120,479			133,452			81,456			18,996
Operating expenses (income):
Selling, general and administrative		78,200			91,936			86,684			12,899
Unrealized foreign currency exchange (gains) losses		(9,347	)		20,304			—			—
Restructuring and impairment		26,395			15,513			114			—
Other operating income		(5,537	)		—			—			—
Total operating expenses (income)		89,711			127,753			86,798			12,899
Operating income (loss)		30,768			5,699			(5,342	)		6,097
Interest (expense) income, net		(16,546	)		(29,523	)		(28,775	)		118
Loss on interest rate swaps, net		(2,541	)		(9,311	)		(2,275	)		—
Other income		3,635			1,879			—			—
Income (loss) before income tax expense (benefit) and equity in earnings of affiliates, net of taxes		15,316			(31,256	)		(36,392	)		6,215
Income tax expense (benefit)		3,831			(4,277	)		(8,913	)		2,614
Equity in earnings of affiliates net of taxes of $356, $218, $114, and $51, respectively		613			380			189			84
Net income (loss)	$	12,098		$	(26,599	)	$	(27,290	)	$	3,685
Earnings per share:
Basic and diluted	$	12,098		$	(26,599	)	$	(27,290	)
Weighted average common shares outstanding		1,000			1,000			1,000

See Notes to Consolidated Financial Statements

F-5

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY AND

COMPREHENSIVE INCOME (LOSS)

											Accumulated
											Other
					Paid-in			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Income			Total
	(In thousands, except per share amounts)
PREDECESSOR
Balance of Divisional Control Account at January 1, 2007														$	362,854
Net income															3,685
Foreign currency translation adjustment															(1,364	)
Comprehensive income (net of benefits distributed through group tax sharing agreement with International Paper)															2,321
Funding provided to International Paper															(2,032	)
Change in cumulative translation adjustment due to International Paper															41
Balance of Divisional Control Account at February 28, 2007														$	363,184
SUCCESSOR
Balance at March 1, 2007		1,000	$	14	$	129,986		$	—		$	—		$	130,000
Net loss		—		—		—			(27,290	)		—			(27,290	)
Foreign currency translation adjustment		—		—		—			—			(297	)		(297	)
Net gain from pension plans, net of tax		—		—		—			—			1,632			1,632
Comprehensive loss															(25,955	)
Balance at December 31, 2007		1,000		14		129,986			(27,290	)		1,335			104,045
Contribution of debt by Rhône Capital		—		—		7,352			—			—			7,352
Net loss		—		—		—			(26,599	)		—			(26,599	)
Foreign currency translation adjustment		—		—		—			—			12,755			12,755
Net loss from pension plans, net of tax		—		—		—			—			(2,044	)		(2,044	)
Comprehensive loss															(15,888	)
Balance at December 31, 2008		1,000		14		137,338			(53,889	)		12,046			95,509
Distribution to parent		—		—		(1,677	)		—			—			(1,677	)
Net income		—		—		—			12,098			—			12,098
Foreign currency translation adjustment		—		—		—			—			(5,902	)		(5,902	)
Net loss from pension plans, net of tax		—		—		—			—			(2,421	)		(2,421	)
Comprehensive income															3,775
Balance at December 31, 2009		1,000	$	14	$	135,661		$	(41,791	)	$	3,723		$	97,607

See Notes to Consolidated Financial Statements

F-6

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor									Predecessor
							March 1			January 1
	Year Ended			Year Ended			through			through
	December 31,			December 31,			December 31,			February 28,
	2009			2008			2007			2007
	(In thousands)
Operating activities
Net income (loss)	$	12,098		$	(26,599	)	$	(27,290	)	$	3,685
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		40,615			34,210			28,813			4,422
Change in fair value of interest rate swaps		(5,715	)		5,183			3,417			—
(Gain) loss on unrealized foreign exchange		(9,347	)		20,304			—			—
Impairment loss		18,109			7,003			—			—
Gain on extinguishment of debt		—			(2,150	)		—			—
Loss (gain) on disposal of property, plant and equipment		63			(75	)		22			—
Gain on acquisition		(2,142	)		—			—			—
Amortization of debt issuance costs		2,520			2,896			2,237			—
Deferred income tax expense (benefit)		2,920			(4,191	)		(10,710	)		(119	)
Provision for bad debts		144			567			240			—
Equity in undistributed earnings of investment in affiliate		(395	)		(598	)		(303	)		—
Other, net		115			—			—			(853	)
Voluntary non-US pension plan contribution		—			—			—			(9,152	)
Change in assets and liabilities:
Accounts receivable		25,858			(9,608	)		10,383			14,115
Inventory		57,414			(6,235	)		12,353			(10,974	)
Prepaid expenses and other current assets		1,078			(1,861	)		3,227			779
Other assets		(5,426	)		2,787			4,539			(390	)
Accounts payable		(16,793	)		(3,917	)		20,573			(14,117	)
Accrued liabilities		(1,623	)		7,951			875			—
Other liabilities		(2,168	)		(4,826	)		(3,354	)		516
Net cash provided by (used in) operating activities		117,325			20,841			45,022			(12,088	)
Investing activities
Acquisition of business — net of cash acquired of $1,101 and $9,259, in 2009 and the ten months ended December 31, 2007		(8,772	)		—			(477,441	)		—
Proceeds from disposals of property, plant and equipment		875			212			—			—
Dividends received from equity investment		—			356			—			—
Additions to property, plant and equipment		(22,993	)		(34,719	)		(18,248	)		(4,598	)
Capitalized software costs		(13,404	)		(142	)		(1,642	)		—
Net cash used in investing activities		(44,294	)		(34,293	)		(497,331	)		(4,598	)
Financing activities
Issuance of common stock		—			—			130,000			—
Proceeds from long-term and short-term obligations		17,731			69,811			384,399			—
Repayments of long-term and short-term obligations		(75,971	)		(56,767	)		(11,347	)		—
Debt issuance costs		(490	)		—			(14,300	)		—
Repayment of capital lease obligation		(276	)		(276	)		(205	)		(78	)
Settlement of MIV loans		(3,088	)		—			—			—
Distribution to parent		(1,677	)		—			—			—
Collections from notes from International Paper		—			—			—			12,406
Funding provided to International Paper		—			—			—			(2,032	)
Net cash (used in) provided by financing activities		(63,771	)		12,768			488,547			10,296
Effect of foreign exchange rate changes on cash and cash equivalents		3,715			(3,354	)		1,848			(65	)
Increase (decrease) in cash and cash equivalents		12,975			(4,038	)		38,086			(6,455	)
Cash and cash equivalents at beginning of period		34,048			38,086			—			17,506
Cash and cash equivalents at end of period	$	47,023		$	34,048		$	38,086		$	11,051
Supplemental cash flows information:
Cash paid during the period for:
Interest (net of amounts capitalized)	$	22,188		$	29,126		$	25,094		$	693
Income taxes	$	2,181		$	2,355		$	2,480		$	195
Noncash investing and financing activities:
Contribution by Rhône capital/debt retirement	$	—		$	7,352		$	—		$	—
Purchases of property, plant and equipment in accounts payable	$	5,683		$	407		$	905		$	—

See Notes to Consolidated Financial Statements

F-7

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008, THE TEN MONTH PERIOD

ENDED DECEMBER 31, 2007, AND THE TWO MONTH PERIOD ENDED FEBRUARY 28, 2007

1.   Organization

In these notes to the Consolidated Financial Statements, unless the context requires otherwise, references to “Arizona Chemical”, the “Company”, “we”, “our”, or “us” refer to Arizona Chem Sweden Holdings AB, a Swedish company, and its consolidated subsidiaries whose financial statements are included herein. “Rhône Capital” refers to Rhône Capital L.L.C. and its affiliated entities, including Rhône Capital III L.P., the general partner of certain associated funds with investments in Arizona Chemical, and “International Paper” refers to International Paper Company. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We are the world’s leading supplier of pine-based chemicals as measured by sales. We refine and further upgrade two primary feedstocks, crude tall oil, or CTO, and crude sulfate turpentine, or CST, both of which are wood pulping co-products, into specialty chemicals.

Change of Ownership — On February 28, 2007, Rhône Capital acquired us from International Paper pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) for approximately $486.7 million plus direct acquisition costs, creating Arizona Chem Sweden Holdings AB and subsidiaries (the “Acquisition”). The Acquisition was funded with cash of $130 million and substantially all of the proceeds from the issuance of debt totaling $375 million. The Acquisition resulted in the revaluation of assets and liabilities establishing a new basis of accounting. The Acquisition was recorded by allocating the purchase price, including liabilities assumed, to the assets acquired, based on their estimated fair values at the acquisition date. The fair values determined at the acquisition date were greater than the purchase price, therefore the excess fair value was allocated on a pro rata basis to all of the acquired long-lived assets.

The valuation of assets and liabilities has been determined and the purchase price was allocated as follows (in millions of U.S. dollars):

Accounts receivable	$	127.1
Inventory		149.6
Other current assets		6.5
Plant, property and equipment		219.9
Intangible assets(1)		153.7
Investment in affiliate		11.3
Other assets		3.3
Total assets acquired		671.4
Accounts payable		87.3
Accrued liabilities		33.3
Deferred income taxes		58.2
Long-term debt		9.4
Other liabilities		5.7
Total liabilities		193.9
Less cash acquired		(9.2	)
Total liabilities assumed		184.7
Net assets acquired	$	486.7

(1) See Note 8 Intangible Assets

F-8

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the year ended December 31, 2008, certain estimates used in the purchase price allocation were updated and as a result, intangible assets and related deferred tax liabilities were reduced by $3.1 million.

During the year ended December 31, 2009, certain adjustments to the purchase price were finalized based on the result of the Settlement and Mutual Release Agreement entered into on November 17, 2009 between the Company and AZ Chem Luxembourg Holdings S.à r.l. (“Lux Holdco”) with International Paper, as discussed in Note 14, “Related Party Transactions”. As a result, we recorded a gain on this settlement of $1.3 million and recorded a distribution to our parent of $1.7 million. This also resulted in us reducing our intangible assets by $18.4 million, accounts payable by $11.4 million, deferred income taxes by $6.7 million, and increasing other liabilities by $0.1 million.

2.   Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting.

Predecessor Period — The accompanying financial statements prior to the Acquisition include the financial statements of Arizona Chemical Division (the “Division”), which operated as a division of International Paper for the two month period ended February 28, 2007 (the “Predecessor”).

Certain services were provided to the Division by International Paper, including corporate management, legal, accounting and tax, treasury, payroll and benefits administration, incentive compensation administration, risk management, information technology, and centralized transaction processing. Expenses for such corporate services totaled $2.2 million for the two months ended February 28, 2007. Additionally, International Paper European service centers charged the European entities of the Division for similar corporate services, which totaled $0.7 million for the two months ended February 28, 2007. These expenses are included in selling, general and administrative expenses in the accompanying Predecessor financial statements. These costs allocated from International Paper to the Division were based on various allocation methods including direct consumption, percent of capital employed, and number of employees. We believe that these allocations include the expenses incurred on our behalf. These Predecessor financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations if the Division had been operated as an unaffiliated company.

Successor Period — The accompanying Consolidated Financial Statements include the accounts of the Company subsequent to the Acquisition.

The Consolidated Financial Statements of the Successor as of and for the years ended December 31, 2009 and 2008 and for the period from March 1, 2007 through December 31, 2007 reflect the new basis of accounting resulting from the Acquisition.

3.   Summary of Significant Accounting Policies

Use of Estimates — The preparation of these Consolidated Financial Statements, in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and Notes to Consolidated Financial Statements. Although these estimates are based on management’s best available knowledge at the time, actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment; allowances for doubtful accounts; the valuation of derivatives, deferred tax asset valuation allowance and share-based compensation; and

F-9

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liabilities for pension plans, environmental liabilities, income tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

Revenue Recognition — The Company recognizes revenue when the earnings process is complete. The Company’s revenues are from the sale of a wide range of products to a diversified base of customers around the world. Revenue from sales of products, including amounts billed to customers for shipping and handling costs, is recognized when ownership and all risks of loss have been transferred to the buyer, the price is fixed and determinable, and collectability is reasonably assured. Revenue in North America is usually recorded at the time of shipment while revenue from our European operations is usually recorded when the product is delivered to the customer’s site, as that is when title and risk of loss transfers. Accruals are made for sales returns and other allowances based on the Company’s experience. The Company accounts for cash sales incentives as a reduction in net sales.

Shipping and Handling Charges and Expenses — Shipping and handling charges billed to customers are included in net sales. Shipping and handling charges included in net sales for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007 were $6.8 million, $10.6 million, $9.8 million and $1.8 million, respectively. Shipping and handling expenses, such as freight to customer destinations, are included in cost of goods sold in the accompanying consolidated statements of operations.

Cost of Goods Sold — Cost of goods sold includes the cost of inventory (materials and conversion costs) sold to customers. It also includes shipping and handling costs, certain warehousing costs, inbound freight charges, receiving costs, packaging costs, quality assurance costs, internal transfer costs, other costs of our distribution network, safety, health and environmental administration, and certain depreciation and amortization expenses.

Selling, General and Administrative Expenses — Selling expenses include the cost of our sales force and marketing staff and their related expenses. General and administrative expenses primarily represent the cost of support functions, including information technology, finance, human resources and legal, as well as expenses for support facilities, certain depreciation and amortization, research and development, executive management, and management incentive plans.

Cash and Cash Equivalents — We invest our excess cash in investment instruments whose value is not subject to market fluctuations, such as bank deposits or certificates of deposit. We consider all investments having an original maturity of three months or less to be cash equivalents. We recorded interest income of $0.4 million, $0.9 million, $1.2 million, and $0.4 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007.

Fair Value of Financial Instruments — The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and certain accrued expenses approximates fair value due to the short term nature of these instruments. The fair value of the Company’s floating interest rate debt is measured using quoted market prices.

F-10

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the interest rate swap agreements are determined by obtaining dealer quotes for instruments with similar characteristics. Considerable judgment is required in developing these estimates.

We record derivative financial instruments at fair value and include these instruments in the balance sheet as assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation. We have not designated any derivative financial instruments as hedges and therefore recognize changes in fair value in the statements of operations.

We use natural gas in our production processes and, as a result, we are exposed to commodity price risk. To partially offset the impact of price changes, we enter into forward purchase contracts that require our contract counterparties to deliver natural gas to us at a fixed price on the contract maturity dates. As a result of the requirements of counterparties to physically deliver the gas to us at the settlement date, these contracts do not qualify as derivatives for financial reporting purposes.

The term of our contracts range from one month to approximately twelve months. We make monthly accruals based on estimated volumes of gas consumed during the month and a blended average rate that takes into account the contract price and current market prices for volumes that are not fixed as the gas is consumed.

Concentrations of Credit Risk — Credit risk represents the loss that would be recognized if counterparties failed to perform as contracted. Financial instruments with credit risk, which consist primarily of trade accounts receivable, expose the Company to concentrations of credit risk. We continually monitor the creditworthiness of customers to whom credit terms are granted in the normal course of business.

We establish the allowance for doubtful accounts based upon factors surrounding the credit risks of specific customers, historical trends, and other information. The allowance for doubtful accounts was approximately $1.0 million and $1.3 million at December 31, 2009 and 2008, respectively. Bad debt expense, net of recoveries, was $0.1 million, $0.6 million, $0.2 million and $1 thousand for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively.

Inventory — Inventory values include all costs directly associated with manufacturing products (i.e., materials, labor, and manufacturing overhead) and are presented at the lower of cost or market. Cost of raw materials, work in progress, and finished goods for the Company are determined using the first in, first out (FIFO) method. Replacement parts and other supplies are classified as other assets in the accompanying consolidated balance sheets.

We have the ability to process a wide variety of CTO feedstocks. We have long term supply contracts with International Paper pursuant to which they agreed to sell to us, and we agreed to purchase from them, all of the CTO and CST produced at their existing U.S. paper mills at current market prices. We also have the option to purchase all of the CTO and CST produced at International Paper’s future paper mills worldwide. These contracts provided us with approximately 27% of our global CTO requirements and 41% of our global CST requirements in 2009, and CTO and CST accounted for approximately 68% and 3% of our annual raw material costs, respectively, in 2009. We also maintain long-standing relationships with other major suppliers in the United States and Europe.

We receive monthly wood processing data from the paper mills and compute the expected quantity of CTO and CST. Based on this information we schedule transport and freight of the CTO and CST in primarily Arizona Chemical leased railcars and to a lesser degree tank wagons. We issue

F-11

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purchase orders and record inventory based upon the weight of CTO and CST which is triggered upon shipment from the paper mills.

Actual quantities shipped approximate quantities received and weighed by our manufacturing facilities and therefore we do not experience material valuation issues during transit. The price of CTO supplied to us by International Paper is determined by reference to the price of energy, while the purchase price for CST supplied to us by International Paper is fixed, subject to adjustment every three years based on changes in market price.

Inventory Purchase and Sale Arrangements — We enter into agreements with third parties to purchase CTO, and to sell back to the third parties the Company’s by-product, pitch. These swap transactions provide additional long term supplies of our raw material CTO and revenue from the sale of pitch fuel. These agreements provide for the sales and purchases to be consummated at market rates. We account for these inventory purchases and sale arrangements on a gross basis. We recognized revenue from the agreements of approximately $36.3 million, $60.4 million, $32.8 million and $7.0 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively.

Property, Plant and Equipment — Plant, property and equipment are stated at cost, net of accumulated depreciation. Interest is capitalized on projects meeting certain criteria and is included in the cost of the assets. Capitalized interest is depreciated over the same useful lives as the related assets. Expenditures for major repairs and improvements are capitalized, whereas normal repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight line method over the assets’ estimated useful lives as follows:

	Years
Buildings	20–40
Machinery and equipment	1–15
Software	3–6
Leasehold improvements	Over the shorter of the term of the lease or the useful life of the improvements

Our policy is to capitalize interest cost incurred on debt during the construction of major projects that meet any one of the following criteria: the primary assets being constructed have a useful life of 40 years or more; or the estimated construction or development period exceeds two years; or the estimated construction or development period exceeds six months and the budgeted cost exceeds $1 million. Interest capitalized amounted to $0.9 million in 2009. No interest was capitalized for the years ended December 31, 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007.

Asset Retirement Obligation — The Company has asset retirement obligations associated with the demolition and decommissioning of manufacturing facility assets with indeterminate settlement dates. The fair value of these obligations cannot be reasonably estimated and accordingly a liability is not recognized. When a date or range of settlement dates can reasonably be estimated for the retirement of the assets, the Company will estimate the cost of performing the retirement activities and record a liability for the fair value of that cost using established present value techniques.

F-12

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible Assets — Intangible assets are stated at cost, net of accumulated amortization. Amortization is computed using the straight-line method over the assets’ estimated useful lives as follows:

	Years
Trade names	Indefinite
Customer relationships	6–15
Supply agreements	7–20
Core/developed technology	10–15
Favorable leaseholds	39
Internally developed software	3

Impairment of Long-Lived Assets — We evaluate long-lived assets, such as property, plant and equipment and intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. Factors considered important that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or planned operating results, significant changes in the manner of use of the assets, or significant changes in our business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset, plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value based on quoted market prices or other valuation techniques.

Trade names which are intangible assets determined to have indefinite lives and goodwill related to our equity method interest in Arboris, LLC are reviewed for impairment annually or more frequently, if events or changes in circumstances indicate that the intangible asset might be impaired. Fair values for trade names and goodwill are determined based on discounted cash flows.

Income Taxes — We account for income taxes using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities on a legal entity basis using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.

Deferred taxes are not provided for temporary differences representing earnings of the non-Swedish entities that are intended to be permanently reinvested.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible as well as the reversal of certain deferred tax liabilities. Management also considers projected future taxable income, tax planning strategies, and other factors in making this assessment and establishing an appropriate valuation allowance. Based upon these factors, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances. The amount of the deferred tax assets considered realizable, however, could be reduced if expected taxable income or other factors change in future years.

F-13

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company provides liabilities for uncertain tax positions for Federal, state, local and international exposures relating to periods subject to audit. The development of liabilities for uncertain tax positions for these exposures requires judgments about tax issues, potential outcomes and timing and is a subjective critical estimate. The Company assesses its tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

Environmental Costs and Obligations — We accrue costs associated with environmental obligations, such as remediation or closure costs, when such costs are probable and reasonably estimable. We adjust such accruals as further information develops or circumstances change. We discount costs of future expenditures for environmental obligations to their present value when the expected cash flows are reliably determinable. Legal costs incurred in connection with loss contingencies are expensed as incurred. Indemnification of certain environmental remediation costs of $3.3 million and $2.6 million in 2009 and 2008, respectively, from third parties, which are probable of realization, are separately recorded as assets, and are not offset against the related environmental liability as of December 31, 2009 and 2008.

Translation of Financial Statements and Foreign Currency Transactions — Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Statements of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholder’s equity in accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are included in earnings in the period in which they occur. During 2009 we recorded an unrealized translation gain of $9.3 million, and during 2008 we recorded a loss of $20.3 million. There were no significant unrealized transaction gains or losses in 2007. These gains and losses primarily related to our Euro denominated debt under our First Lien Credit Agreement, which is recorded within our Swedish subsidiary that has a Kronor functional currency. As the related transactions did not result in cash receipts or cash payments during the period and are included in the determination of net loss, the amounts are presented as an adjustment to reconcile net income (loss) to net cash provided by operating activities in the statement of cash flows.

Equity Investment — We hold a 10% investment in Arboris, LLC, which was formed in 2002 and is accounted for under the equity method of accounting, as we have the ability to exercise significant influence through the one-third representation on the board. The venture is located on our Savannah production facility and is engaged in the production and sale of sterols for pharmaceutical and functional foods applications. The Company’s investment is stated at cost, less accumulated amortization of identified intangibles, plus the Company’s share of post March 1, 2007 earnings, less dividends received. The Company’s book basis exceeds its pro rata share of Arboris, LLC equity by approximately $6.3 million and $6.6 million at December 31, 2009 and 2008, respectively. The excess book basis is a result of intangibles of $3.6 million and goodwill of $3.6 million recorded as part of the acquisition.

Pension, Early Retirement and Long-term Service Awards — We sponsor noncontributory defined benefit pension plans. We also sponsor an Early Retirement plan and a Long-term Service Award plan. The actuarial determination of the projected benefit obligations and related benefit expense requires that certain assumptions be made regarding such variables as expected return on plan assets, discount

F-14

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

rates, rates of future compensation increases, estimated future employee turnover rates and retirement dates, distribution election rates, mortality rates, retiree utilization rates for health care services and health care cost trend rates. The discount rate assumption is based on current investment yields on high quality fixed income investments. The salary growth assumptions include long-term actual experience and expectations for future growth. The differences between actual experience and the assumptions are accumulated and amortized over the estimated future working life of the plan participants. See Note 13 “Retirement Plans” for further details.

As of December 31, 2009, approximately 54% of our 691 employees in the United States were unionized and are covered by collective bargaining agreements. In Europe nearly all of our employees are represented by local workers’ councils and/or unions.

Research and Development — Research and development costs are expensed as incurred. Research and development costs amounted to $3.5 million, $4.0 million, $3.5 million and $0.9 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively.

Stock-based Awards — As part of the Acquisition, AZ Chem Investments LLC, the general partner of AZ Chem Investments Partners LP, our indirect parent, formed AZ Chem MIV I Ltd, which we refer to as “MIV I”, and AZ Chem MIV II LP, which we refer to as “MIV II”. We refer to MIV I and MIV II together as the “MIVs”. The MIVs were created as vehicles to enable certain members of our management and board of directors to participate in the ownership of AZ Chem Investments Partners LP through equity purchases and grants of awards under our management incentive plan. AZ Chem Investments Partners LP controls the Company through Lux Holdco, which holds all of the issued and outstanding shares of the Company. Since inception, AZ Chem Investments LLC granted partnership equity interests in the MIVs to certain participants. These grants vest over five years, and the resulting compensation expense is recorded by us based on the fair value of the Company at the time of each grant. The compensation cost of grant awards made under our management incentive plan is charged to selling, general and administrative expense over the applicable vesting periods.

4.   Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance to eliminate the exception to consolidate a qualifying special-purpose entity, change the approach to determining the primary beneficiary of a variable interest entity and require companies to more frequently reassess whether they must consolidate variable interest entities. Under the new guidance, the primary beneficiary of a variable interest entity is identified qualitatively as the enterprise that has both (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. This standard is effective for financial statements for interim or annual reporting periods beginning after January 1, 2010. We do not expect this guidance to have a material impact on our consolidated financial statements.

In May 2009, the FASB issued new guidance related to the disclosure of subsequent events. This standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the

F-15

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

balance sheet date. This guidance is effective for fiscal years and interim periods ended after June 15, 2009. The additional disclosures have been included in Note 20 “Subsequent Events”.

In April 2009, the FASB issued authoritative guidance to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably determined. If the fair value of such assets or liabilities cannot be reasonably determined, then they would generally be recognized in accordance with certain other pre-existing accounting standards. This guidance also amends the subsequent accounting for assets and liabilities arising from contingencies in a business combination and certain other disclosure requirements. This guidance was effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date was on or after the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2008, the FASB issued authoritative guidance regarding the accounting for defensive intangible assets. Defensive intangible assets are assets acquired in a business combination that the acquirer (a) does not intend to use or (b) intends to use in a way other than the assets’ highest and best use as determined by an evaluation of market participant assumptions. While defensive intangible assets are not being actively used, they are likely contributing to an increase in the value of other assets owned by the acquiring entity. This guidance will require defensive intangible assets to be accounted for as separate units of accounting at the time of acquisition and the useful life of such assets would be based on the period over which the assets will directly or indirectly affect the entity’s cash flows. This guidance was effective for intangible assets acquired in a business combination for which the acquisition date was on or after the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2008, the FASB issued authoritative guidance to address questions about equity-method accounting. The primary issues include how the initial carrying value of an equity method investment should be determined, how to account for any subsequent purchases and sales of additional ownership interests and whether the investor must separately assess its underlying share of the investee’s indefinite-lived intangible assets for impairment. This guidance was effective for the beginning of our annual reporting period beginning January 1, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

5.   Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments as of December 31, 2009 and 2008 were as follows (in thousands of U.S. dollars):

	2009						2008
	Carrying			Fair			Carrying			Fair
Asset (Liability)	Amount			Value			Amount			Value
Cash and cash equivalents	$	47,023		$	47,023		$	34,048		$	34,048
Long-term debt	$	(334,758	)	$	(319,868	)	$	(383,405	)	$	(383,405	)
Interest rate swaps	$	(2,879	)	$	(2,879	)	$	(8,588	)	$	(8,588	)
Interest rate cap	$	1,028		$	1,028			—			—

The Company enters into interest rate swap agreements to reduce its cash flow exposure to market risk from changes in interest rates. As discussed in Note 11, the Company has a $218.5 million six year first lien term loan and a $115.5 million seven year second lien term loan outstanding with variable interest rates based on the London InterBank Offered Rate (LIBOR) for the U.S. dollar portion of the loan and Euribor for the Euro portion of the loan.

F-16

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In March 2007, the Company entered into four interest rate swap agreements. One of these interest rate swap agreements matured in February 2008, and another matured in February 2009. One of the remaining agreements has a notional value of $165 million as of December 31, 2009 and matures on February 28, 2010. The other remaining agreement has a notional value of €40 million and matures on February 28, 2010. As of December 31, 2008 the total notional value of the three interest rate swap agreements outstanding were $195 million, €40 million and €9 million, respectively. These agreements were put in place to mitigate the interest rate risk associated with the $375 million credit facilities bearing variable interest rates. The notional amount does not represent a measure of exposure to the Company. On the U.S. dollar agreement, the Company will pay the counterparty interest at a fixed rate of 4.825% on the declining notional balance and the counterparty will pay the Company interest at a variable rate equal to three month LIBOR. On the Euro agreements, the Company will pay the counterparty interest at a fixed rate of 3.998% for the €40 million agreement, and the counterparty will pay the Company interest at a variable rate equal to three month Euribor.

During the second quarter of 2009, the Company purchased a 3-month USD LIBOR interest rate cap for $1.1 million. The cap is effective starting February 26, 2010 and matures February 28, 2012. The strike price of the cap is 3% on a notional amount of $175 million. If the 3-month USD LIBOR exceeds 3% during the term of the cap, we will receive a cash payment for the difference between the current rate and 3% applied to the notional amount of $175 million. As of December 31, 2009, the fair value of the cap was $1.0 million.

The Company also entered into an interest rate swap starting February 26, 2010 and maturing February 28, 2012. The swap has a notional balance of €53 million and a 3-month Euribor rate fixed at 2.125%. As of December 31, 2009, the fair value of the swap was a liability of $(0.6) million.

The following summarizes the balance sheet location of our derivative instruments (in thousands of U.S. dollars):

	Asset Derivatives
	2009				2008
	Balance Sheet		Fair		Balance Sheet		Fair
	Location		Value		Location		Value
Interest rate cap		Other assets	$	1,028		—	$	—
Total			$	1,028			$	—

	Liability Derivatives
	2009				2008
	Balance Sheet		Fair		Balance Sheet		Fair
	Location		Value		Location		Value
Interest rate swaps		Accrued liabilities	$	2,303		Accrued liabilities	$	7,417
Interest rate swaps		Other liabilities		576		Other liabilities		1,171
Total			$	2,879			$	8,588

The Company did not possess any derivative instruments for the two month period ended February 28, 2007. The following summarizes the consolidated statements of operations location of

F-17

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

our derivative instruments for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 (in thousands of U.S. dollars):

		Amount of Gain (Loss) Recognized in Income
Derivatives Not	Location of Gain	Year ended			Year ended			March 1 through
Designated as Hedging	(Loss) Recognized in	December 31,			December 31,			December 31,
Instruments	Income	2009			2008			2007
Interest rate swaps	Loss on interest rate swaps, net	$	5,738		$	(5,242	)	$	(3,438	)
Interest rate cap	Loss on interest rate swaps, net		(22	)		—			—
Total		$	5,716		$	(5,242	)	$	(3,438	)

Net settlements of $(8.3) million, $(4.1) million and $1.1 million for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007, respectively on interest rate swap agreements are also included in the loss on interest rate swaps.

The methods and assumptions used to estimate the fair value of each class of financial instruments are set forth below:

Cash and Cash Equivalents — The carrying amounts approximate fair value because of the relatively short time between the origination of the instrument and its expected realization. Foreign currency denominated cash and cash equivalents are translated into U.S. dollars using exchange rates in effect at the consolidated balance sheet date.

Long-Term Debt — The fair value of long-term debt is estimated based on borrowing rates currently available to the Company for loans with similar terms and maturities and discounted back to the present value. The Company obtains fair value measurements on its long-term debt obligations form third party providers. Significant factors evaluated include changes in margin on its various loans and its ability to make future debt payments.

Derivative Financial Instruments — The fair value of interest rate swaps (used for purposes other than trading) represents the amount the Company would receive or pay to terminate swap agreements at the reporting date, taking into consideration the difference between the contract rate of interest and rates currently quoted for agreements of similar terms and maturities. The fair value measurement is estimated based on a discounted cash flow model using a dealer quoted interest rate. The fair value measurement of the derivative instruments in a liability position also considers the current credit-worthiness of the Company and its counterparties. The Company is exposed to credit related losses in the event of nonperformance by counterparties to these financial instruments. However, counterparties to these agreements are major financial institutions and the risk of loss due to nonperformance is considered by management to be minimal.

To assess the inputs used to develop those measurements, a hierarchy for ranking the quality and reliability of the information used to determine fair value has been established that applies to all assets and liabilities that are being measured and reported on a fair value basis and requires their classification and disclosure in one of the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs that are not corroborated by market data.

F-18

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following summarizes the valuation of our financial instruments reported at fair value by the above pricing levels as of the valuation date listed (in thousands of U.S. dollars):

	Derivative
	Financial			Fair Value Measurements Using
	Instruments			Level 1		Level 2			Level 3
As of December 31, 2009:
Interest rate swap	$	(2,879	)	$	—	$	(2,879	)	$	—
Interest rate cap	$	1,028		$	—	$	1,028		$	—
As of December 31, 2008:
Interest rate swap	$	(8,588	)	$	—	$	(8,588	)	$	—

6.   Inventory

Inventory by major category as of December 31, 2009 and 2008, include the following (in thousands of U.S. dollars):

	2009		2008
Raw materials	$	35,352	$	49,980
Finished goods		53,772		85,095
Total	$	89,124	$	135,075

7.   Property, Plant and Equipment, Net

Property, plant and equipment, net as of December 31, 2009 and 2008, consist of the following (in thousands of U.S. dollars):

	2009			2008
Land	$	14,392		$	14,695
Buildings		42,188			34,546
Machinery and equipment		203,769			191,381
Construction in progress		7,693			17,058
Software		24,877			9,089
Total		292,919			266,769
Less accumulated depreciation		(67,974	)		(43,535	)
Property, plant and equipment, net	$	224,945		$	223,234

Property, plant and equipment includes a building occupied under a capital lease for our Almere offices for $5.0 million and $5.3 million, net of $1.9 million and $1.4 million of accumulated amortization, at December 31, 2009 and 2008, respectively. Amortization expense related to the capital lease is included in depreciation expense. The payments remaining under the lease are $0.3 million for 2010, 2011, and 2012, $0.4 million for 2013 and 2014, and $2.4 million thereafter. In 2014, the Company has a purchase option to buy the building for approximately $2.5 million.

The Company recognized depreciation expense of $29.8 million, $23.3 million, $19.7 million and $4.1 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively, which is reflected in cost of goods sold and selling, general and administrative expenses in the accompanying consolidated statements of operations.

F-19

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.   Intangible Assets, Net

Intangible assets as of December 31, 2009 and 2008, consist of the following (in thousands of U.S. dollars):

	2009							2008
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Trade names	$	24,910	$	—		$	24,910	$	27,418	$	—		$	27,418
Customer relationships		44,614		(5,602	)		39,012		43,762		(3,366	)		40,396
Supply agreements		41,379		(12,796	)		28,583		51,864		(8,415	)		43,449
Core/developed technology		25,388		(5,127	)		20,261		26,547		(3,394	)		23,153
Favorable leaseholds		825		(59	)		766		737		(37	)		700
Internally developed software		170		(162	)		8		171		(108	)		63
Total intangible assets	$	137,286	$	(23,746	)	$	113,540	$	150,499	$	(15,320	)	$	135,179

We recognized amortization expense for the intangible assets included above, intangible assets associated with our investment in Arboris, LLC, and software included in property, plant and equipment of $10.8 million, $10.9 million, $9.1 million and $0.3 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively.

Amortization is computed using the straight-line method over the assets’ estimated useful lives. As of December 31, 2009 and 2008, all of the Company’s intangible assets that had a carrying value were being amortized except for trade names, which have been determined to have indefinite lives. The Company annually reviews these assets to determine whether events and circumstances continue to support the indefinite useful life designation.

We perform an annual impairment test on October 31. During our annual impairment test no impairment indicators were noted. We also reviewed the amortization estimates, methods and the amortization periods as required by U.S. GAAP for our intangible assets and as a result of this review, the current economic environment and the underlying cash flows we reduced the useful life of our customer relationships from 25 years to 15 years effective November 1, 2009. The change in estimate was accounted for prospectively.

The estimated aggregate amortization from intangible assets for each of the next five years is as follows (in thousands of U.S. dollars):

	Amortization
Years Ending December 31	Expense
2010	$	8,466
2011	$	8,457
2012	$	8,457
2013	$	8,457
2014	$	6,672

F-20

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.   Restructuring and Impairment

Since the Acquisition, we initiated a comprehensive cost reduction program that drives us to continuously reduce our fixed costs, improve our processes and the way we run our business, and better serve our customers. A key part of our program has been the optimization of our manufacturing footprint. This has resulted in the Company recording the following restructuring and impairment charges in the consolidated statement of operations.

In the fourth quarter of 2009, we streamlined and moved certain administrative functions from our Abieta subsidiary to the Netherlands, eliminating eight positions. We incurred $1.2 million for one-time termination benefits related to these employees.

In the third quarter of 2009, we realigned our rosin capacity from Valdosta, Georgia to our Savannah, Georgia manufacturing facility, eliminating 28 positions. We incurred $0.9 million for one-time termination benefits related to these employees.

In the second quarter of 2009, we announced that we would permanently cease operations and close the Port St. Joe, Florida (PSJ) manufacturing facility in a cost reduction initiative. Production was transferred to our larger manufacturing facilities: Panama City, Florida and Savannah, Georgia. The announcement led to the termination of 77 employees at the PSJ manufacturing facility. Of the 77 employees, approximately 10 were required to work past the minimum retention period to receive their termination benefits. We incurred $1.8 million for one-time termination benefits related to these employees. The announcement was also a triggering event for impairment testing purposes. The test resulted in a $16.7 million charge related to the impairment of long-lived assets. We also recognized $4.0 million of other qualified costs related to the decommissioning and demolition of the PSJ manufacturing facility.

On August 26, 2008, we announced that we would restructure certain product lines at the Dover, Ohio manufacturing facility, eliminating 24 positions. The affected employees were notified and provided with a description of their termination benefits. In 2009 we also recognized $1.4 million in impairment charges related to the write-off of certain fixed assets which were considered to be idle and had no future use.

On July 15, 2008, we approved a plan to restructure our dimer business and relocate its polyamide production. The restructuring affected the Company’s two U.K. manufacturing facilities by closing Bedlington and reducing operations at Chester le Street, eliminating 74 positions. The affected employees were notified and provided with a description of their termination benefits. The termination benefits are not contingent on the individuals working past the minimum retention period. In 2009 we recognized $0.4 million of other qualified costs related to pension consulting services incurred in connection with pension schemes for our terminated U.K. employees.

In January 2008, we restructured a product line at the Pensacola, Florida manufacturing facility, eliminating 15 positions. The termination benefits are not contingent on the individuals working past the minimum retention period.

On December 15, 2007, we announced that during 2008 we would terminate 23 employees at the Niort, France manufacturing facility in a cost-reduction initiative. Management developed a detailed termination plan for the impacted employees prior to December 31, 2007. The affected employees were notified and provided with a description of their termination benefits. The termination benefits are not contingent on the individuals working past the minimum retention period subject to required approval by the appropriate works council. Approval was not received as of December 31, 2007, and as a result, a termination benefit was not recognized for the period ended December 31, 2007. In March 2008, appropriate approval was received.

F-21

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2009, we have accrued for substantially all costs associated with the above restructuring activities. However, due to our comprehensive cost reduction program, including the optimization of our manufacturing footprint, we expect to incur additional restructuring and impairment costs of approximately $2.3 million during 2010 as we implement our single business entity structure in Europe.

The following table summarizes the activity and remaining liabilities associated with the restructuring charges as of and for the years ended December 31, 2009 and 2008, and the ten month period ended December 31, 2007 (in thousands of U.S. dollars). There was no restructuring activity in the two month period ended February 28, 2007. The following liabilities are included in accrued liabilities.

	Termination
	Benefits to Employees						Other Qualified Costs
	North America			Europe			North America			Europe			Total
Balance — February 28, 2007	$	—		$	—		$	—		$	—		$	—
Costs accrued		103			—			11			—			114
Payments		(103	)		—			(11	)		—			(114	)
Balance — December 31, 2007		—			—			—			—			—
Costs accrued		992			5,001			177			2,340			8,510
Payments		(954	)		(4,120	)		(177	)		(1,949	)		(7,200	)
Currency exchange		—			(676	)		—			(201	)		(877	)
Balance — December 31, 2008		38			205			—			190			433
Costs accrued		2,650			1,250			4,048			339			8,287
Payments		(2,326	)		(611	)		(3,250	)		(538	)		(6,725	)
Currency exchange		—			(12	)		—			27			15
Balance — December 31, 2009	$	362		$	832		$	798		$	18		$	2,010

In addition, the Company recorded impairment of certain land, buildings and machinery associated with such production for the years ended December 31, 2009 and 2008. The Company did not have restructuring related impairment in the ten month period ended December 31, 2007 or the two month period ended February 28, 2007. The amount of impairment, consists of the following (in thousands of U.S. dollars):

	2009		2008
Land	$	1,211	$	—
Machinery and equipment		15,568		3,431
Buildings		576		2,252
Construction in progress		754		—
CPI project		—		1,098
Software		—		222
Total	$	18,109	$	7,003

F-22

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.   Accrued Liabilities

Accrued liabilities as of December 31, 2009 and 2008, consist of the following (in thousands of U.S. dollars):

	2009		2008
Payroll and related accruals	$	21,029	$	21,049
Accrued taxes — other than income taxes		3,173		2,592
Accrued rebates		979		2,081
Accrued environmental remediation		4,062		3,120
Short-term swap liability		2,303		1,171
Other		11,342		10,119
Total	$	42,888	$	40,132

11.   Debt

Debt and credit agreements at December 31, 2009 and 2008, consist of the following (in thousands of U.S. dollars):

	2009			2008
First lien term loan	$	218,543		$	238,603
Second lien term loan		115,498			115,498
Revolving credit facility		—			29,304
Bank loan		717			—
Total		334,758			383,405
Less current portion		(3,935	)		(2,786	)
Long-term debt	$	330,823		$	380,619

The first lien term loan is divided into two loans, one denominated in U.S. dollars and one denominated in Euros. The outstanding principal balance as of December 31, 2009 was $126.5 million and $92.1 million, respectively. Interest is payable monthly or quarterly at LIBOR/Euribor or prime rate, plus a 2.00% margin for U.S. dollar and 2.25% for Euro denominated debt. The interest rate was 2.24% and 2.82%, respectively, at December 31, 2009 and 2.46% and 5.21%, respectively, at December 31, 2008. A principal payment is payable quarterly in the amount of 1/4 of 1% of the outstanding term loan balance. Our first lien credit agreement requires us to make principal payments equal to 50% of our excess cash flow as defined in our credit agreement; provided that in any year in which we have excess cash flow but our leverage ratio is less than 3.50:1.00, we are only required to make a payment equal to 25% of our excess cash flow. For the year ended December 31, 2009, the amount payable based on the excess cash flow calculation was $21.0 million. $20.1 million of this was paid in December 2009 and $0.9 million is included in the current portion of long term debt. There was no required principal payment related to excess cash flow for 2008 and $14.0 million was paid based on the excess cash flow calculation for the ten month period ended December 31, 2007. The first lien term loan is due February 28, 2013 and is collateralized by a first-priority lien on substantially all assets and equity interests of the Company as defined in the First Lien Credit and Guaranty Agreement dated February 28, 2007.

The second lien term loan has interest payments due based on the interest period selected (1, 2 or 3 months) at LIBOR or prime rate, plus a 5.50% margin and 4.50% margin, respectively. The interest rate was 5.74% and 5.98% at December 31, 2009 and 2008, respectively. The second lien term loan is due February 28, 2014 and is collateralized by a second-priority lien on substantially all assets and equity interests of the Company’s U.S. subsidiaries as defined in the Second Lien Credit

F-23

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and Guaranty Agreement dated February 28, 2007. U.S. assets totaled approximately $328.7 million as of December 31, 2009.

The Company has a revolving credit facility with availability of $60 million that can be borrowed in U.S. dollars or Euros. The Company also has the ability to issue letters of credit based on availability under the revolving credit facility. Interest is payable monthly or quarterly at LIBOR/Euribor or prime rate, plus an applicable margin based on the Company’s leverage ratio. There was no outstanding balance at December 31, 2009. Additionally, there is a standby letter of credit fee, unused line fee and letter of credit fronting fee. The letter of credit fee and unused line fee (2.00% and 0.50%, respectively, at December 31, 2009; and 1.75% and 0.375%, respectively, at December 31, 2008) are based on the Company’s leverage ratio. The letter of credit fronting fee is 0.125%. The outstanding balance of the revolving credit facility is due February 28, 2012. The commitment fee related to the revolving credit facility was $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007.

As part of the Company’s acquisition of Abieta Chemie GmbH, which we refer to as “Abieta”, (see Note 16), the Company assumed an outstanding bank loan of €4.5 million ($6.0 million) at a fixed interest rate of 4.80%. As of December 31, 2009, $0.7 million was outstanding after repayments made during the year.

Prime loans are due quarterly on calendar quarters. LIBOR loans are due based on the interest period selected (1, 2 or 3 months). As of December 31, 2009, interest was due and paid bi-monthly for the U.S. dollar-denominated term loans and the Euro-denominated term loan.

Deferred loan costs, net reported in the consolidated balance sheets at December 31, 2009 and 2008, were $7.7 million and $9.7 million, respectively. Deferred loan costs are amortized over the applicable life of the corresponding loan using a method that approximates the effective interest method. For the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007, $2.5 million, $2.1 million and $2.3 million, respectively, were amortized and are included in interest expense in the consolidated statements of operations.

The aggregate maturities of debt subsequent to December 31, 2009, are as follows (in thousands of U.S. dollars):

Years Ending December 31,
2010	$	3,935
2011		2,602
2012		2,460
2013		210,263
2014		115,498
Thereafter		—
Total	$	334,758

The first and second lien term loans and the revolving credit facility contain certain financial covenants. The financial covenants require that the Company maintain (i) a certain interest coverage ratio, (ii) a certain leverage ratio, and (iii) a maximum limit for capital expenditures in any year. In addition, certain covenants substantially restrict the Company’s ability to incur additional indebtedness, create liens, make certain investments, sell assets, or pay dividends. The Company’s obligations under these agreements may be accelerated on certain events of default. As of December 31, 2009 and 2008, the Company was in compliance with the covenants.

The first and second lien credit agreements were amended on July 24, 2008, to allow Rhône Capital to purchase up to 30% of the aggregate principal amount outstanding on the second lien term

F-24

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

loan. The amendments require that promptly upon such purchase by Rhône Capital, at least 35% of the principal amount purchased must be contributed to the Company. In exchange for that contribution, the Company would issue additional equity interests.

In September and November 2008, Rhône Capital acquired $26.2 million and $1.0 million, respectively, face value of the Company’s outstanding second lien debt for $20.1 million and $0.7 million, respectively. In accordance with the first amendment to the second lien credit agreement, 35% of the debt was contributed to the Company in exchange for an increase in Rhône Capital’s equity interest in the Company. The contributed debt of $9.2 million and $0.4 million, respectively, was extinguished, resulting in a gain, net of expenses, on extinguishment of $1.9 million which is reported in other operating income in the consolidated statements of operations and a contribution to paid-in-capital of $7.4 million. Rhône Capital remains the holder of $17.6 million of the Company’s outstanding second lien debt. Interest paid to Rhône Capital was $1.1 million and $0.4 million for the years ended December 31, 2009 and 2008.

12.   Income Taxes

The Company’s income tax expense (benefit) consists of the following (in thousands of U.S. dollars):

	Successor									Predecessor
							March 1			January 1
	Year ended			Year ended			through			through
	December 31,			December 31,			December 31,			February 28,
	2009			2008			2007			2007
U.S. federal	$	89		$	(56	)	$	—		$	1,405
U.S. state		158			49			207			194
International		664			(78	)		1,590			953
Current		911			(85	)		1,797			2,552
U.S. federal		200			2,925			(9,714	)		258
U.S. state		(52	)		207			(708	)		35
International		2,772			(7,324	)		(288	)		(231	)
Deferred		2,920			(4,192	)		(10,710	)		62
Income tax expense (benefit)	$	3,831		$	(4,277	)	$	(8,913	)	$	2,614

Income tax expense (benefit) was based on tax rates in effect in the countries and locations in which the Company conducts its operations and related taxable income is earned. During 2007, the impact of changes in international tax laws on the reported tax provision was immaterial. In 2008, Sweden enacted a reduction in the corporate income tax rate from 28.0% to 26.3% effective January 1, 2009. The Company realized a tax benefit of $0.4 million in 2008.

F-25

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income (loss) before income taxes was generated in the following jurisdictions (in thousands of U.S. dollars):

	Successor								Predecessor
						March 1			January 1
	Year Ended		Year Ended			through			through
	December 31,		December 31,			December 31,			February 28,
	2009		2008			2007			2007
United States	$	1,299	$	8,753		$	(33,120	)	$	4,935
International		14,017		(40,009	)		(3,272	)		1,280
Total income (loss) before income tax expense (benefit)	$	15,316	$	(31,256	)	$	(36,392	)	$	6,215

A reconciliation of the income tax expense (benefit) using the statutory Swedish income tax rate compared to the Company’s effective tax rate for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007, and the two month period ended February 28, 2007 is as follows:

	Successor									Predecessor
							March 1			January 1
	Year Ended			Year Ended			through			through
	December 31,			December 31,			December 31,			February 28,
	2009			2008			2007			2007
Statutory income tax rate		26.3	%		28.0	%		28.0	%		35.0	%
Tax on income of foreign subsidiaries and rate differential		(2.3	)		(2.1	)		10.8			4.4
Nondeductible transaction costs		—			—			(5.8	)		—
Permanent differences		(15.5	)		4.6			—			—
Tax credits		—			0.5			0.7			—
Change in valuation allowance		16.2			(15.8	)		(7.0	)		—
Reduction in Swedish tax rate		—			1.4			—			—
Increase in U.S. state tax rate		—			(1.2	)		—			2.4
Other — net		0.3			(1.7	)		(2.2	)		0.3
Effective tax rate		25.0	%		13.7	%		24.5	%		42.1	%

F-26

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 2009 and 2008, were as follows (in thousands of U.S. dollars):

	2009			2008
Deferred tax assets:
Accrued liabilities	$	734		$	1,052
Property, plant and equipment		4,136			5,319
Inventory		2,180			2,715
Tax credit and net operating loss carryforwards		51,313			46,686
Pension		2,549			2,314
Derivative instruments		957			2,761
Other		2,037			2,449
Gross deferred tax assets		63,906			63,296
Less valuation allowance		(45,305	)		(41,167	)
Net deferred tax assets		18,601			22,129
Deferred tax liabilities:
Intangible assets		(34,997	)		(42,346	)
Property, plant and equipment		(19,672	)		(15,434	)
Other		(539	)		(580	)
Gross deferred tax liabilities		(55,208	)		(58,360	)
Net deferred tax liabilities	$	(36,607	)	$	(36,231	)

The Company has valuation allowances against its deferred tax assets of $45.3 million and $41.2 million at December 31, 2009 and 2008, respectively. A $4.1 million increase in the valuation allowance during 2009 was due to net operating losses and other deferred tax assets generated in 2009 by international subsidiaries.

As of December 31, 2009 and 2008, the Company had worldwide net operating loss carryforwards of $160.5 million and $149.7 million, respectively, of which $41.4 million and $36.8 million expire in varying amounts between 2017 and 2029, while the remaining $119.1 million and $112.9 million have indefinite lives based on the laws of the jurisdictions in which they were generated. The Company has provided valuation allowances against certain Net Operating Loss (NOL) carryforwards due to the uncertainty of their realization.

The Company files income tax returns in many countries, principally in the United States, Finland, United Kingdom, France, Luxembourg, Netherlands, Germany, and Sweden. Generally, tax years 2003 through 2009 remain open and subject to examination by the relevant tax authorities.

F-27

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2009, 2008 and 2007 is as follows (in thousands of U.S. dollars):

	Successor								Predecessor
	Year Ended			Year Ended			March 1 through		January 1 through
	December 31,			December 31,			December 31,		February 28,
	2009			2008			2007		2007
Unrecognized Tax Benefit — Beginning of Year	$	530		$	329		$	224	$	224
Gross increases — tax positions in prior period		—			—			—		—
Gross decreases — tax positions in prior period		(13	)		(48	)		—		—
Gross increases — tax positions in current period		171			249			105		—
Settlement		—			—			—		—
Lapse in Statute of Limitations		(264	)		—			—		—
Unrecognized Tax Benefit — End of Year	$	424		$	530		$	329	$	224

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties as a component of income tax expense. During the years ended December 31, 2009 and 2008, the Company recognized approximately $0.1 million and $0.2 million in interest and penalties and no amounts during the 10 month period ended December 31, 2007. The Company had approximately $0.4 million and $0.3 million for the payment of interest and penalties accrued at December 31, 2009 and 2008, respectively.

13.   Retirement Plans

(a) U.S. Defined Benefit Plan — The Company sponsors a noncontributory defined benefit pension plan in the U.S.

All U.S. employees hired prior to July 2004 and retirees of the Company participate in International Paper’s defined benefit pension plans. International Paper remains responsible for all benefits related to years of service prior to December 31, 2007. The Company implemented its own defined benefit pension plan for eligible domestic employees on March 1, 2007. For the two month period ended February 28, 2007, International Paper allocated periodic pension costs to the Company of $0.5 million.

Net periodic pension expense for the Company’s U.S. defined benefit pension plan for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 was as follows (in thousands of U.S. dollars):

							March 1
	Year Ended			Year Ended			through
	December 31,			December 31,			December 31,
	2009			2008			2007
Service cost	$	790		$	817		$	706
Interest cost		226			142			58
Expected return on plan assets		(9	)		(12	)		—
Actuarial loss recognized		—			4			—
Amortization of prior service cost		108			112			92
Amortization of net loss		17			—			—
Curtailment expense		206			—			—
Net periodic benefit cost	$	1,338		$	1,063		$	856

The U.S. defined benefit pension plan obligations and assets are measured annually at December 31.

F-28

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension related amounts in accumulated other comprehensive income (AOCI) as of December 31, 2009 and 2008 was comprised of the following (in thousands of U.S. dollars):

	2009			2008
Prior service cost	$	(830	)	$	(1,028	)
Net loss		(169	)		(354	)
Total accumulated other comprehensive income at end of year		(999	)		(1,382	)
Less: Income taxes		367			477
Net accumulated other comprehensive income at end of year	$	(632	)	$	(905	)

Other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31, 2009 and 2008 and the ten months ended December 31, 2007 were as follows (in thousands of U.S. dollars):

	2009			2008			2007
Prior service cost arising during the year	$	(42	)	$	(518	)	$	(1,213	)
Net gain arising during the year		168			4			160
Prior service cost (credit) recognized during the year		132			(19	)		—
Amortization of prior service cost		108			112			92
Amortization of net loss		17			—			—
Total recognized in other comprehensive income		383			(421	)		(961	)
Less: Income taxes		(140	)		155			353
Net amount recognized in other comprehensive income	$	243		$	(266	)	$	(608	)

The estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost in 2010, are as follows (in thousands of U.S. dollars):

	2010
Amortization of:
Net loss	$	—
Prior service cost	$	106

As of December 31, 2009 and 2008, the U.S. defined benefit plan funded status was as follows (in thousands of U.S. dollars):

	2009			2008
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,293		$	1,817
Service cost		790			817
Interest cost		226			142
Amendments		42			19
Actuarial (gain) loss		(178	)		510
Benefits paid		(77	)		(12	)
Special termination benefits		74			—
Projected benefit obligation at end of year		4,170			3,293

F-29

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2009			2008
Change in plan assets:
Fair value of plan assets at beginning of year		584			10
Actual return on plan assets		(1	)		3
Employer contributions		1,898			583
Benefits paid		(77	)		(12	)
Fair value of plan assets at end of year		2,404			584
Funded status	$	(1,766	)	$	(2,709	)

Accumulated benefit obligation was $4.2 million and $3.3 million as of December 31, 2009 and 2008, respectively.

Amounts at December 31, 2009 and 2008, recognized in the balance sheet consist of (in thousands of U.S. dollars):

	2009			2008
Noncurrent liabilities	$	(1,766	)	$	(2,709	)

The Company expects to contribute $1.0 million to the pension plan in 2010.

Assumptions — Assumptions used to determine benefit obligations at December 31, 2009 and 2008, respectively, are as follows:

	2009			2008
Discount rate		5.95	%		6.14	%
Rate of compensation increase		N/A			N/A

Assumptions used to determine net periodic pension cost for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 are as follows:

							March 1
	Year Ended			Year Ended			through
	December 31,			December 31,			December 31,
	2009			2008			2007
Discount rate		5.95	%		6.25	%		5.75	%
Expected long-term rate of return on plan assets		7.00	%		7.00	%		N/A
Rate of compensation increase		N/A			N/A			N/A

The expected long-term rate of return on plan assets is based on both the actual asset allocation as well as the investment policy target allocation of the asset portfolio between various asset classes and the expected rate of return of each asset class over various periods of time.

Plan Assets — The Company’s defined benefit pension plan asset contributions for December 31, 2009 and 2008, was $1.9 million and $0.6 million, respectively.

In years 2009, 2008 and 2007, the Company was in the process of developing an investment strategy for the U.S. defined benefit plan. During this period the Company invested in highly liquid indexed money market funds with the goal of capital preservation. As of December 31, 2009 and

F-30

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2008, 100% of the assets for the Company’s U.S. defined benefit pension plans were in highly liquid indexed money market funds.

			Fair Value Measurements at December 31, 2009
			Quoted Prices in		Significant		Significant
			Active Market for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Federated Investors Prime Obligation Fund	$	2,404	$	2,404		—		—

The Plan has invested all of its funds in the Federated Investors Prime Obligations Fund. This money market fund is rated triple A by all three of the credit rating agencies. The Plan’s investment is valued at the closing price of the fund, which approximates fair value.

Estimated future benefit payments at December 31, 2009, for the Company’s defined benefit pension plan are as follows (in thousands of U.S. dollars):

Years Ending December 31,
2010	$	97
2011	$	126
2012	$	171
2013	$	219
2014	$	269
2015-2019	$	2,132

(b) Non U.S. Defined Benefit Plans — The Company sponsors defined benefit pension and retirement plans in certain foreign subsidiaries. Generally, the Company’s non U.S. defined benefit pension plans are funded using the projected benefit as a target, in countries where funding of benefit plans is required.

Net periodic pension expense for the Company’s non U.S. plans for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007, and the two month period ended February 28, 2007 was as follows (in thousands of U.S. dollars):

	Successor									Predecessor
							March 1			January 1
	Year Ended			Year Ended			through			through
	December 31,			December 31,			December 31,			February 28,
	2009			2008			2007			2007
Service cost	$	1,095		$	1,745		$	1,707		$	347
Interest cost		2,917			2,510			2,513			501
Expected return on plan assets		(2,416	)		(2,594	)		(2,511	)		—
Amortization of net (gain) loss		(165	)		(97	)		17			—
Settlement		(248	)		—			—			—
Net periodic benefit cost	$	1,183		$	1,564		$	1,726		$	848

The non U.S. pension plans obligations and assets are measured annually at December 31.

F-31

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension related amounts recognized in AOCI as of December 31, 2009 and 2008 was comprised of the following (in thousands of U.S. dollars):

	2009			2008
Prior service cost	$	(76	)	$	—
Net (loss) gain		(1,505	)		734
Total accumulated other comprehensive income at end of year		(1,581	)		734
Income tax expense (benefit)		(611	)		(816	)
Net Accumulated other comprehensive income at end of year	$	(2,192	)	$	(82	)

Other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007 were as follows (in thousands of U.S. dollars):

	2009			2008			2007
Prior service cost arising during the year	$	(74	)	$	—		$	—
Net gain (loss) arising during the year		260			(2,098	)		1,513
Prior service cost recognized during the year		—			(103	)		—
Amortization of net (gain) loss		(2,581	)		—			16
Exchange rate loss recognized during the year		245			—			—
Total recognized in other comprehensive income		(2,150	)		(2,201	)		1,529
Less: Income taxes		(514	)		423			711
Net amount recognized in other comprehensive income	$	(2,664	)	$	(1,778	)	$	2,240

The estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost in fiscal year 2010 is as follows (in thousands of U.S. dollars):

	2010
Amortization of:
Net gain	$	(108	)
Prior service cost	$	5

F-32

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2009 and 2008, the plan funded status for the Non U.S. defined benefit and retirement plans was as follows (in thousands of U.S. dollars):

	Non U.S. Plan
	2009			2008
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	43,640		$	59,367
Service cost		1,095			1,745
Interest cost		2,917			2,510
Employee contributions		291			458
Plan amendments		74			—
Actuarial loss (gain)		5,633			(5,901	)
Settlement		(248	)		—
Acquisition		2,950			—
Benefits paid		(1,722	)		(1,673	)
Actual expenses		(75	)		—
Foreign currency exchange rate changes		3,654			(12,866	)
Projected benefit obligation at end of year		58,209			43,640
Change in plan assets:
Fair value of plan assets at beginning of year		35,304			51,109
Actual return on plan assets		5,893			(5,026	)
Employer contributions		2,564			2,099
Plan participants’ contributions		291			458
Benefits paid		(1,722	)		(1,673	)
Actual expenses		(75	)		—
Foreign currency exchange rate changes		2,935			(11,663	)
Fair value of plan assets at end of year		45,190			35,304
Funded status	$	(13,019	)	$	(8,336	)

Accumulated benefit obligation was $54.7 million and $38.1 million as of December 31, 2009 and 2008, respectively.

Amounts at December 31, 2009 and 2008, recognized in the balance sheet consist of (in thousands of U.S. dollars):

	2009			2008
Noncurrent assets	$	700		$	102
Current liabilities		(333	)		(168	)
Noncurrent liabilities		(13,386	)		(8,270	)
Total asset/(liability)	$	(13,019	)	$	(8,336	)

The Company expects to contribute $2.9 million to the pension plans in 2010.

Assumptions — The assumptions used to determine benefit obligations at December 31, 2009 and 2008, are as follows:

	2009	2008
Discount rates	4.50% - 5.75%	5.75% - 6.50%
Rate of compensation increase	2.00% - 4.00%	2.00% - 4.00%

F-33

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assumptions used to determine net periodic pension cost for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007, and the two month period ended February 28, 2007 are as follows:

	Successor			Predecessor
			March 1	January 1
	Year Ended	Year Ended	through	through
	December 31,	December 31,	December 31,	February 28,
	2009	2008	2007	2007
Discount rate	5.75% – 6.50%	5.25% – 5.80%	4.25% – 5.80%		4.74%
Expected long-term rate of return on plan assets	3.50% – 7.00%	3.50% – 7.00%	1.75% – 6.8%		6.53%
Rate of compensation increase	2.00% – 4.00%	2.00% – 4.35%	2.00% – 4.35%		3.25%

The expected long-term rate of return on plan assets is based on both the actual asset allocation as well as the investment policy target allocation of the asset portfolio between various asset classes and the expected rate of return of each asset class over various periods of time.

Plan Assets

The Company’s non-U.S. plans primarily have assets in the U.K. and the Netherlands. The target allocations for plan assets in the U.K. are 50 percent equity securities, 30 percent corporate bonds, 20 percent U.K. fixed interest or index linked Gilts. Equity securities primarily include investments in large-cap and mid-cap companies primarily located in the U.K. Fixed income securities include corporate bonds of companies and bonds issued by the U.K. government. Assets in the Netherlands primarily relate to insurance contracts.

Assets and liabilities for the Company’s foreign defined benefit and retirement plans are predominantly denominated in pounds sterling.

As of December 31, 2009 and 2008, the weighted average asset allocations for the Company’s foreign defined benefit pension plans at December 31, 2009, by asset category are as follows:

	2009			2008
Asset category:
Cash or cash equivalents		0	%		0	%
Equities		38	%		42	%
Fixed income		40	%		40	%
Insurance contracts		21	%		18	%
Other		1	%		0	%

Estimated future benefit payments at December 31, 2009, for the Company’s foreign defined benefit and retirement pension plans are as follows (in thousands of U.S. dollars):

Years Ending December 31
2010	$	1,607
2011	$	1,652
2012	$	1,715
2013	$	1,803
2014	$	1,868
2015-2019	$	11,345

F-34

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			Fair Value Measurements at December 31, 2009
			Quoted Prices in		Significant		Significant
			Active Market for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)
Cash or cash equivalents	$	17,473	$	17,473	$	—	$	—
Equities(i)		17,762		17,762		—		—
Fixed income		—		—		—		—
Insurance contracts(ii)		9,441		—		—		9,441
Other		514		514		—		—
Total	$	45,190	$	35,749	$	—	$	9,441

(i) This category comprises low-cost equity index funds that are valued based on market prices.

(ii) This category represents insurance contracts that are valued by reference to the value of bonds with similar maturities. Our third party pension administrator uses these loan amounts and the agreed future interest profit amount and discounts them using government issued yield curves to determine fair value.

Rollforward of level 3 plan assets:
Balance at beginning of year	$	6,457
Benefits paid		(212	)
Realized and unrealized gain recognized in other comprehensive income		1,217
Purchases		1,771
Actual expenses		(75	)
Exchange rates		283
Balance at end of year	$	9,441

(c)   401(k) Savings Plan (U.S.)

Upon the Acquisition, a defined contribution Employee Savings Plan was created for all US-based employees, the Arizona Chemical Savings Plan. The savings plan is a tax-qualified 401(k) plan, and employees’ contributions are matched by the Company on the following basis: 70 cents on the dollar for the first four percent of the employee’s contribution and 50 cents on the dollar for up to an additional four percent.

As a means to further enhance retirement savings for U.S.-based employees in light of the absence of a defined benefit pension plan, the Company maintains an annual profit sharing award plan. This award comes in the form of a discretionary gift contribution made by the Company directly to each U.S.-based salaried employee’s savings plan account based on the Company’s performance. The award is intended to be variable in nature and it could be less or more than four percent depending upon the performance of the business. All employees receive the same percentage award. The Company’s contributions under these plans amounted to $2.6 million, $2.5 million, $2.1 million and $0.2 million approximately for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007, and the two month period ended February 28, 2007, respectively.

(d)   Long-term Service Award Plan

The Company maintains a Long-Term Service Awards program, a deferred compensation plan, for qualified employees in our German operations. Under the German plan, qualified employees

F-35

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

receive a service gratuity (“Jubilee”) payment once they have reached a certain number of years of service. Active employees are granted the following jubilee benefits at the time of the jubilee:

Service	Extra Holiday		Benefit
25 years		6 days	1/12 of yearly salary
40 years		6 days	2/12 of yearly salary
50 years		11 days	3/12 of yearly salary

The obligation at December 31, 2009 was $0.1 million.

The rates assumed in the actuarial calculations for the Jubilee plan at December 31, 2009 are as follows:

Interest rate	5.25	%
Salary increase	3.00	%
Fluctuation rate	2.00	%

The following table shows the expected future benefits to be paid assuming 100% plan participation (in thousands of U.S. dollars).

2010	$	16
2011	$	23
2012	$	32
2013	$	22
2014	$	—
2015 – 2019	$	13

(e)   Early Retirement and Post-employment Programs

In Germany, Altersteilzeit (“ATZ”) is an early retirement program established by law, and is designed to create an incentive for employees, within a certain age group, to transition from (full or part-time) employment into retirement before their legal retirement age. The German government provides a subsidy to employers taking advantage of this legislation for bonuses paid to the employee and the additional contributions paid into the German government pension scheme under an ATZ arrangement for a maximum of six years. To receive this subsidy, an employer must meet certain criteria established by the German government. The Company accrues for ATZ based on current and future contracts.

The rates assumed by the Company in the actuarial calculations for the ATZ at December 31, 2009 are as follows:

Interest rate	5.25	%
Salary increase	3.00	%
Fluctuation rate	2.00	%

The obligation at December 31, 2009 was $0.3 million.

The following table shows the expected benefits to be paid based on expected plan participation, net of governmental subsidies (in thousands of U.S. dollars).

2010	$	182
2011	$	215
2012	$	122
2013	$	—
2014	$	—
2015 – 2019	$	—

F-36

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14.   Related Party Transactions

Management Agreement

In connection with the Acquisition, the Company entered into a Management Agreement with Rhône Group LLC, an affiliate of Rhône Capital. Under this agreement, Rhône Group LLC, in exchange for providing certain management services, has received a management fee of €1,000,000 plus expenses per year, payable semi-annually on each January 1 and July 1. Fees and expenses totaled $1.5 million, $2.0 million, and $1.3 million for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007, respectively.

Purchase and Contribution of Indebtedness

In a series of transactions during the third and fourth quarters of 2008, Rhône Capital, through Rhône Partners III L.P., Rhône Coinvestment Partners III L.P. and Rhône Offshore Partners III L.P. (collectively referred to as “Rhône Funds”) acquired approximately $27.2 million of the debt outstanding under the Company’s Second Lien Credit Agreement. The Rhône Funds contributed $9.5 million of this debt to the Company in accordance with the terms of our credit agreements.

The Company pays the Rhône Funds interest on the second lien debt they hold in accordance with the terms of our Second Lien Credit Agreement. The total amount of interest paid to the Rhône Funds on this debt was $1.1 million and $0.4 million for the years ended December 31, 2009 and 2008.

Settlement Agreement

On November 17, 2009, the Company entered into a Settlement Agreement and Mutual Release (“Settlement Agreement”), with our parent, Lux Holdco and International Paper. Under the terms of the Settlement Agreement, the Company and Lux Holdco agreed to settle a number of claims against International Paper in exchange for the forgiveness of $11.4 million working capital adjustments payable to International Paper and a payment of $1.7 million to Lux Holdco by International Paper. The majority of this settlement was recorded as a purchase price adjustment as discussed in Note 1, and the Company recorded a gain on settlement of $1.3 million. The gain on settlement is reported in Other Income.

Under the terms of the Settlement Agreement, in the event that (i) the Company’s out-of-pocket costs relating to the closure of a landfill acquired from Stora Enso are less than $0.8 million, or (ii) the Company’s out-of-pocket costs relating to soil and groundwater contamination at our facility in Sandarne, Sweden are less than $0.3 million, the Company is required to pay International Paper 50% of the difference between that amount and actual out-of-pocket costs for that claim.

Management Loans

The MIVs enable management to invest indirectly in the Company. Beginning in July 2007, the Company provided loans to certain members of our management to assist them in financing these investments. Each of these loans bears interest at a rate of 7.88% and the principal outstanding at December 31, 2009 was $3.1 million. The Company had a corresponding payable to AZ Chem Investments Partners LP for the same amount, which was paid during 2009. See Note 17 “Share-Based Compensation” and Note 20 “Subsequent Events” for further details.

F-37

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Arboris, LLC

We hold a 10% investment in Arboris, LLC. We supply Arboris, LLC with pitch which is used as a raw material in the sterol manufacturing process. Revenue related to the sale of pitch is recognized when the sterol finished product is sold to external customers. We recognized revenue of $6.4 million, $6.8 million, $3.9 million and $0.9 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively, related to the sale of pitch.

We also perform plant and administrative services for Arboris, LLC. We billed Arboris, LLC $4.3 million, $4.9 million, $9.2 million and $2.2 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively, related to these services. Prior to 2008, these services included other material and logistic cost reimbursements. These amounts were recorded as a reduction of the cost of performing such services.

15.   Commitments and Contingencies

Operating Leases — The Company leases administrative, manufacturing and warehousing facilities, and machinery and other equipment under non-cancelable leases that expire at various dates through 2015. Rental expense under operating leases totaled $12.3 million, $16.2 million, $11.5 million and $2.1 million for the years ended December 31, 2009 and 2008, the ten month period ended December 31, 2007 and the two month period ended February 28, 2007, respectively.

As of December 31, 2009, the future minimum rental payments due under noncancelable operating leases that have initial or remaining lease terms in excess of one year are as follows (in thousands of U.S. dollars):

Years Ending December 31,
2010	$	9,842
2011		8,708
2012		4,046
2013		3,743
2014		3,691
Thereafter		3,532
Total	$	33,562

Purchase Obligations — The Company has entered into unconditional purchase agreements with terms of more than one year that entail fixed payments for periods lasting up to 2019. Amounts to be paid under these unconditional purchase agreements total $3.1 million in 2010, $2.4 million in 2011, $2.4 million in 2012, $0.3 million in 2013, $0.3 million in 2014, and $1.2 million in subsequent years.

Litigation — The Company is a party to various lawsuits, claims, and contingent liabilities arising from the conduct of its business; however, in the opinion of management, based on the advice of counsel, they are not expected to have a material adverse effect on the consolidated results of operations, cash flows, or financial position of the Company.

Forward Contracts — We typically enter into natural gas purchase contracts that extend no more than twelve months into the future for between 50% - 70% of our estimated natural gas consumption in our North American manufacturing facilities. As of December 31, 2009 we had open purchase commitments of $4.4 million.

F-38

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.   Acquisition of Businesses

On February 12, 2009, we acquired 100% of the outstanding equity of Abieta for approximately $9.9 million in cash. Abieta is a rosin upgrading business focused on emulsifiers for polymerization and supplies major rubber and plastics manufacturers in Western Europe.

Abieta has one manufacturing location in Germany. The Company recognized the assets acquired and liabilities assumed in Abieta at the acquisition date. Fair values and the results of operations of Abieta are included in the consolidated financial statements from the date of acquisition. A valuation of the acquired assets and liabilities was completed in the third quarter of 2009, and the purchase price was allocated as follows (in millions of U.S. dollars):

Accounts receivable	$	0.5
Inventory		7.9
Property, plant and equipment		10.4
Intangible assets		3.9
Other assets		0.8
Total assets acquired		23.5
Accounts payable		0.6
Pensions		2.3
Bank loan		6.0
Deferred taxes		0.1
Other liabilities		3.6
Total liabilities		12.6
Less cash acquired		(1.1	)
Total liabilities assumed		11.5
Less gain on Acquisition		2.1
Net assets acquired	$	9.9

The acquired intangible assets of the Company consist of the following (in thousands of U.S. dollars):

			Remaining
			Economic Life
Intangible Assets Valued	Fair Value		(Years)
Trade name	$	395	Indefinite
Developed technology		1,052	10
Customer relationships		2,499	6
Total identifiable intangible assets	$	3,946

Pro forma results of operations as if the business had been acquired as of the beginning of the year of acquisition and as of the prior-year period have not been presented, as the impact on the Company’s consolidated financial results would not have been material.

17.   Share-Based Compensation

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period.

F-39

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In June 2007, the MIVs were formed to permit certain of our executives and members of our Board of Directors to invest indirectly in our Company, on substantially the same terms as the Rhône Funds and International Paper, and to establish a vehicle to enable our executives to share in the profits of our Company based on future performance. As described below, our executives purchased equity interests in the MIVs and each executive is eligible for additional equity grants in the form of common profits interests. Of the amount invested by each executive, 50% was borrowed in the form of a loan. Each loan is secured by the underlying equity interest in the respective MIV and remains outstanding and is payable to AZ Chem Investments Partners LP upon the earlier of (1) the date of a distribution from a sale or initial public offering of AZ Chem Investments Partners LP or all of its subsidiaries (including the Company) or (2) the date that the executive ceases to be a shareholder or limited partner in the respective MIV.

During the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007, AZ Chem Investments LLC granted common profits interests to certain participants. The grants vest over three or five years and the resulting compensation expense is recorded by the Company and included in selling, general and administrative expense.

These grants do not impact the common stock of the Company. As of December 31, 2009, the common profits interests represented approximately 3.9% of the outstanding common equity interests in AZ Chem Investments Partners LP. Since the Acquisition, all 1,000 shares of the Company have been owned by AZ Chem Investments Partners LP through Lux Holdco, our parent. The Rhône Funds, International Paper and members of the Company’s management through their interest in MIV I and MIV II are the sole limited partners of AZ Chem Investments Partners LP.

We record non-cash compensation expense for the common profits interests awards based on their grant date fair value over their vesting period using the straight-line method. We recorded share-based employee compensation expense of approximately $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007, respectively. At December 31, 2009, there was approximately $0.3 million of unrecognized compensation cost related to non-vested common profits interests awards expected to be recognized over a weighted-average period of 2.70 years.

18.   Shareholder’s Equity

The Company has 1,000 authorized voting shares outstanding with a 100 SEK par value that has been historically translated to $14.25.

On November 17, 2009, the Company entered into a Settlement Agreement with Lux Holdco and International Paper. Under the terms of the Settlement Agreement, the Company and Lux Holdco agreed to settle a number of claims against International Paper for a payment to Lux Holdco. As part of the settlement Lux Holdco received a $1.7 million cash settlement from International Paper which resulted in a decrease to the Company’s contributed surplus.

In a series of transactions during the fourth quarter of 2008, Rhône Funds purchased $27.2 million face value of our outstanding debt under our Second Lien Credit Agreement, of which 35% of the debt was contributed to us and extinguished. Rhône Funds’ basis in the debt of $7.4 million was recorded as a contribution of capital and the $1.9 million difference between the contribution and the $9.2 million carrying value of the debt retired was recorded as other income.

19.   Segment Information

Reportable operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker,

F-40

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

which has been determined to be our chief executive officer, in deciding how to allocate resources and in assessing performance.

We operate in two segments, North America and Europe, each of which sells a similar portfolio of products. These segments are our primary areas of measurement and decision-making. The North America segment is comprised of all operations within the American and Asian continents. The European segment is comprised of all operations in the rest of the world. Net sales in each segment consist of sales of our products to customers in the following markets: adhesives, inks, roads and construction, tires and rubber, consumer products, renewable energy, and chemical intermediates. Our chief executive officer evaluates our performance, in part, based upon each segment’s net sales and net income.

The accounting policies for our reportable segments are the same as those described in our summary of significant accounting policies. The assets and liabilities of the Company are reported internally in the same manner as the consolidated financial statements. Information by operating segment as of and for the years ended December 31, 2009 and 2008 are as follows (in thousands of U.S. dollars):

	Successor
	Year Ended												Year Ended
	December 31, 2009												December 31, 2008
	North America			Europe			Eliminations			Total			North America			Europe			Eliminations			Total
Sales to external customers	$	379,102		$	388,363		$	—		$	767,465		$	492,245		$	509,743		$	—		$	1,001,988
Intersegment sales		62,622			4,222			(66,844	)		—			90,379			2,506			(92,885	)		—
Depreciation and amortization		22,430			18,184			—			40,614			22,362			11,848			—			34,210
Impairment loss		18,109			—			—			18,109			—			7,003			—			7,003
Interest expense, net		(11,438	)		(5,108	)		—			(16,546	)		(20,861	)		(8,662	)		—			(29,523	)
Income tax expense (benefit)		307			3,387			137			3,831			3,808			(7,439	)		(646	)		(4,277	)
Equity in earnings of affiliates, net of taxes		613			—			—			613			380			—			—			380
Net income (loss)		1,170			10,643			285			12,098			7,017			(32,892	)		(724	)		(26,599	)
Investment in affiliate		11,512			71			—			11,583			11,127			65			—			11,192
Total assets		314,062			303,947			—			618,009			371,063			320,021			—			691,084
Additions to property, plant and equipment		16,242			6,695			—			22,937			21,833			12,886			—			34,719
Software expeditures		9,362			4,042			—			13,404			136			6			—			142

F-41

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Information by operating segment for the ten month period ended December 31, 2007 and the two month period ended February 28, 2007 are as follows (in thousands of U.S. dollars):

	Successor												Predecessor
	March 1 through												January 1 through
	December 31, 2007												February 28, 2007
	North America			Europe			Eliminations			Total			North America			Europe			Eliminations			Total
Sales to external customers	$	366,292		$	357,505		$	—		$	723,797		$	66,434		$	65,636		$	—		$	132,070
Intersegment sales		38,878			2,653			(41,531	)		—			8,914			596			(9,510	)		—
Depreciation and amortization		18,813			10,000			—			28,813			2,669			1,753			—			4,422
Impairment loss		—			—			—			—			—			—			—			—
Interest (expense) income, net		(22,808	)		(5,967	)		—			(28,775	)		1			(119	)		—			(118	)
Income tax expense (benefit)		(10,135	)		1,222			—			(8,913	)		1,893			721			—			2,614
Equity in earnings of affiliates, net of taxes		189			—			—			189			84			—			—			84
Net income (loss)		(22,061	)		(4,788	)		(441	)		(27,290	)		(5,805	)		9,490			—			3,685
Additions to property, plant and equipment		13,147			5,101			—			18,248			3,585			1,013			—			4,598
Software expenditures		1,627			15			—			1,642			—			—			—			—

Our long-lived assets consist primarily of property, plant, equipment and intangible assets, and are attributed to the geographic location in which they are located. Long-lived assets by geographic area as of December 31, 2009 and 2008 are as follows (in thousands of U.S. dollars):

	December 31,
	2009		2008
U.S.	$	195,378	$	228,710
Germany		14,044		—
Sweden		62,029		61,030
Great Britain		3,317		2,365
Finland		43,034		42,698
France		12,681		16,667
Netherlands		8,002		6,943
Total	$	338,485	$	358,413

F-42

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For geographic reporting, revenues are attributed to the geographic location in which the customers’ facilities are located. Net sales by geographic region were as follows (in thousands of U.S. dollars):

	Successor						Predecessor
					March 1		January 1
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		February 28,
	2009		2008		2007		2007
Net Sales
U.S.	$	312,249	$	397,158	$	301,535	$	54,869
Germany		81,443		99,009		83,534		15,956
Sweden		83,833		116,102		57,132		11,278
Great Britain		45,160		57,728		42,925		6,960
France		27,465		34,318		28,437		6,723
Italy		30,948		37,271		26,862		4,684
Mexico		17,662		22,238		14,411		2,745
Finland		13,219		26,025		12,542		1,921
Other		155,486		212,139		156,419		26,934
Total	$	767,465	$	1,001,988	$	723,797	$	132,070

In the two month period ended February 28, 2007, we had sales activity of 10% with Henkel AG & Co. KGaA, a European manufacturer. The Company did not have sales greater than 10% of total net sales with any customer in the years ended December 31, 2009 and 2008 and the ten month period ended December 31, 2007.

Net sales by market were as follows (in thousands of U.S. dollars):

	Successor						Predecessor
					March 1		January 1
	Year Ended		Year Ended		through		through
	December 31,		December 31,		December 31,		February 28,
	2009		2008		2007		2007
Net sales
Adhesives	$	196,698	$	238,618	$	191,089	$	42,004
Inks		86,043		121,028		110,616		18,459
Tires and rubber		59,661		39,142		32,075		5,394
Roads and construction		43,673		53,837		28,836		4,098
Consumer products		40,152		31,077		26,752		4,207
Renewable energy		74,271		124,157		58,257		12,662
Chemical intermediates		266,967		394,129		276,172		45,246
Total net sales	$	767,465	$	1,001,988	$	723,797	$	132,070

20.   Subsequent Events

The Company evaluated events and transactions that occurred during the period from December 31, 2009, the date of the balance sheet, through May 28, 2010, the date the consolidated

F-43

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

financial statements were available to be issued. Based on that evaluation, the following subsequent events were identified.

On February 19, 2010, we entered into an Assignment and Assumption agreement with AZ Chem Investments Partners LP pursuant to which we assigned, and AZ Chem Investments Partners LP assumed, loans to certain members of our management team and board of directors. These loans were assigned in exchange for total payment to us of $3.5 million, representing payment in full of $3.0 million of outstanding principal amount plus accrued and unpaid interest in the amount of $0.5 million.

On February 26, 2010, Arboris, LLC filed a lawsuit against us in the United States District Court, Middle District of Florida regarding claims for relief under U.S. antitrust statutes as well as a series of claims related to a tall oil pitch supply agreement and a ground lease we entered into with them. We believe we have strong defenses to these claims based in part upon the advice of counsel, and we do not believe these claims will have a material adverse affect on our business or results of operations.

On May 26, 2010, the Compensation Committee made grants of common profits interests to our executives who are shareholders or limited partners in the MIVs, including each of our named executive officers. These grants represent an additional approximately 2.1% of the outstanding common profits interests in AZ Chem Investments Partners LP and will be the final grants of common profits interests to be made by the MIVs.

On May 28, 2010, we entered into amendments to both our First Lien Credit Agreement and our Second Lien Credit Agreement. The amendments become effective upon completion of an initial public offering. These amendments primarily relate to the use of proceeds from the offering and our ability to pay dividends as a public company.

******

F-44

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
(Dollars in thousands, except share and per share amounts)

	March 31,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	43,057		$	47,023
Accounts receivable, less allowance for doubtful accounts of $384 and $1,000, respectively		126,011			99,702
Inventory		86,411			89,124
Deferred income taxes		1,798			3,038
Prepaid expenses and other current assets		16,224			12,863
Total current assets		273,501			251,750
Property, plant and equipment, net		220,337			224,945
Intangible assets, net		109,270			113,540
Investment in affiliate		11,497			11,583
Other assets		15,670			16,191
Total assets	$	630,275		$	618,009
Liabilities and shareholder’s equity
Current liabilities:
Accounts payable	$	98,029		$	82,826
Accrued liabilities		39,581			42,888
Current portion of long-term debt		3,622			3,935
Total current liabilities		141,232			129,649
Deferred income taxes		43,250			39,645
Long-term debt		324,308			330,823
Capital lease obligations		3,431			3,796
Other liabilities		16,559			16,489
Total liabilities		528,780			520,402
Commitments and contingencies (Note 10)
Shareholder’s equity:
Common shares, $14.25 par value — issued and outstanding 1,000 shares		14			14
Paid-in capital		135,661			135,661
Accumulated deficit		(31,794	)		(41,791	)
Accumulated other comprehensive income		(2,386	)		3,723
Total shareholder’s equity		101,495			97,607
Total liabilities and shareholder’s equity	$	630,275		$	618,009

See Notes to Condensed Consolidated Financial Statements

F-45

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(Dollars in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2010			2009
Net sales	$	198,051		$	177,934
Cost of goods sold		157,333			163,445
Gross profit		40,718			14,489
Operating expenses (income):
Selling, general and administrative		25,673			15,464
Unrealized foreign currency exchange (gains) losses		(4,836	)		367
Restructuring and impairment		2,047			1,035
Other operating income		—			(2,043	)
Total operating expenses (income)		22,884			14,823
Operating income (loss)		17,834			(334	)
Interest expense, net		(3,870	)		(4,560	)
Loss on interest rate swaps, net		(709	)		(600	)
Other income		623			2,151
Income (loss) before income tax expense (benefit) and equity in earnings of affiliates, net of taxes		13,878			(3,343	)
Income tax expense (benefit)		3,885			(836	)
Equity in earnings of affiliates net of taxes of $2 and $87, respectively		4			150
Net income (loss)	$	9,997		$	(2,357	)
Earnings per share:
Basic and diluted	$	9,997		$	(2,357	)
Weighted average common shares outstanding		1,000			1,000

See Notes to Condensed Consolidated Financial Statements

F-46

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(Dollars in thousands)

	Three Months Ended March 31,
	2010			2009
Operating activities
Net income (loss)	$	9,997		$	(2,357	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		9,043			9,437
Change in fair value of interest rate swaps		(787	)		(928	)
Loss (gain) on unrealized foreign exchange		(4,836	)		367
Impairment loss		—			1,032
(Gain) loss on disposal of property, plant and equipment		13			(671	)
Proceeds from insurance recovery on facility fire		(696	)		—
Gain on acquisition		—			(2,151	)
Amortization of debt issuance costs		651			630
Deferred income tax expense (benefit)		5,406			(1,286	)
Provision for bad debts		(619	)		178
Equity in undistributed earnings of investment in affiliate		(4	)		(150	)
Change in assets and liabilities:
Accounts receivable		(29,427	)		16,701
Inventory		855			9,027
Prepaid expenses and other current assets		(3,609	)		(3,199	)
Other assets		(3,546	)		191
Accounts payable		20,256			(7,716	)
Accrued liabilities		(69	)		(6,942	)
Other liabilities		(121	)		(1,063	)
Net cash provided by operating activities		2,507			11,100
Investing activities
Acquisition of business — net of cash acquired of $1,101 in 2009		—			(8,772	)
Proceeds from disposals of property, plant and equipment		—			690
Proceeds from insurance recovery on facility fire		696			—
Additions to property, plant and equipment		(4,866	)		(6,677	)
Capitalized software costs		(3,761	)		(3,268	)
Net cash used in investing activities		(7,931	)		(18,027	)
Financing activities
Proceeds from long-term and short-term obligations		—			16,011
Repayments of long-term and short-term obligations		(686	)		(17,004	)
Debt issuance costs		—			(163	)
Repayment of capital lease obligation		(75	)		(64	)
Settlement of MIV loans		2,963			—
Net cash provided by (used in) financing activities		2,202			(1,220	)
Effect of foreign exchange rate changes on cash and cash equivalents		(744	)		(4,278	)
Decrease in cash and cash equivalents		(3,966	)		(12,425	)
Cash and cash equivalents at beginning of period		47,023			34,048
Cash and cash equivalents at end of period	$	43,057		$	21,623
Supplemental cash flows information:
Cash paid during the period for:
Interest (net of amounts capitalized)	$	4,319		$	5,497
Income taxes	$	239		$	337
Noncash investing and financing activities:
Purchases of property, plant and equipment in accounts payable	$	1,294		$	2,464

See Notes to Condensed Consolidated Financial Statements

F-47

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars unless otherwise stated)

1.   Organization and Basis of Presentation

In these notes to the unaudited condensed consolidated financial statements, unless the context requires otherwise, references to “Arizona Chemical”, the “Company”, “we”, “our” or “us” refer to Arizona Chem Sweden Holdings AB, a Swedish company, and its consolidated subsidiaries whose financial statements are included herein. “Rhône Capital” refers to Rhône Capital L.L.C. and its affiliated entities, including Rhône Capital III L.P., the general partner of certain associated funds with investments in Arizona Chemical, and “International Paper” refers to International Paper Company. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Arizona Chemical for the year ended December 31, 2009.

We are the world’s leading supplier of pine-based chemicals as measured by sales. We refine and further upgrade two primary feedstocks, crude tall oil, or CTO, and crude sulfate turpentine, or CST, both of which are wood pulping co-products, into specialty chemicals.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting.

2.   Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued authoritative guidance that will require entities to make new disclosures about recurring or nonrecurring fair-value measurements of assets and liabilities, including (1) the amounts of significant transfers between Level 1 and Level 2 fair-value measurements and the reasons for the transfers, (2) the reasons for any transfers in or out of Level 3, and (3) information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of recurring Level 3 fair value measurements. The FASB also clarified existing fair-value measurement disclosure guidance about the level of disaggregation of assets and liabilities, and information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair-value measurements. Except for certain detailed Level 3 disclosures, which are effective for fiscal years beginning after December 15, 2010 and interim periods within those years, the new guidance became effective for the Company’s March 31, 2010 interim financial statements. The adoption of this disclosure-only guidance is included in Note 3 — Fair Value of Financial Instruments and did not have an impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued authoritative guidance to eliminate the exception to consolidate a qualifying special-purpose entity, change the approach to determining the primary beneficiary of a variable interest entity and require companies to more frequently reassess whether they must consolidate variable interest entities. Under the new guidance, the primary beneficiary of a variable interest entity is identified qualitatively as the enterprise that has both (a) the power to direct the

F-48

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. This standard was effective for financial statements for interim or annual reporting periods beginning on or after January 1, 2010. This guidance did not have a material impact on our condensed consolidated financial statements.

In May 2009, the FASB issued new guidance related to the disclosure of subsequent events. This standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance is effective for fiscal years and interim periods ended after June 15, 2009. The additional disclosures have been included in Note 12 “Subsequent Events.”

In April 2009, the FASB issued authoritative guidance that principally requires publicly traded companies to provide disclosures about fair value of financial instruments in interim financial information. The adoption of this disclosure-only guidance for the Company’s March 31, 2010 interim consolidated financial statements is included in Note 3 — Fair Value of Financial Instruments and did not have an impact on the Company’s condensed consolidated financial statements.

3.   Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments were as follows:

	March 31, 2010						December 31, 2009
	Carrying			Fair			Carrying			Fair
Asset (Liability)	Amount			Value			Amount			Value
Cash and cash equivalents	$	43,057		$	43,057		$	47,023		$	47,023
Long-term debt	$	(327,930	)	$	(318,619	)	$	(334,758	)	$	(319,868	)
Interest rate swaps	$	(1,370	)	$	(1,370	)	$	(2,879	)	$	(2,879	)
Interest rate cap	$	322		$	322		$	1,028		$	1,028

The Company enters into interest rate swap agreements to mitigate the interest rate risk associated with the $375 million credit facilities bearing variable interest rates. See Note 8 “Debt” for further information on the credit facilities including the outstanding principal balance as of the balance sheet dates.

As of December 31, 2008, the Company had three interest rate swap agreements outstanding. One of these agreements matured in February 2009. The remaining two agreements matured on February 28, 2010. The Company entered into a new interest rate swap agreement that became effective on February 26, 2010 and will mature on February 28, 2012. The swap has a notional value of €53 million and a three-month Euribor rate fixed at 2.125%.

During the second quarter of 2009, the Company purchased a three-month U.S. dollar LIBOR interest rate cap for $1.1 million. The cap became effective on February 26, 2010 and will mature on February 28, 2012. The strike price of the cap is 3% on a notional amount of $175 million. If the three-month U.S. dollar LIBOR rate exceeds 3% during the term of the cap, we will receive a cash

F-49

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

payment for the difference between the current rate and 3% applied to the notional amount of $175 million.

The following summarizes the Condensed Consolidated Balance Sheet location of our derivative instruments:

	Asset Derivatives
	March 31, 2010				December 31, 2009
	Balance Sheet		Fair		Balance Sheet		Fair
	Location		Value		Location		Value
Interest rate cap		Other assets	$	322		Other assets	$	1,028
Total			$	322			$	1,028

	Liability Derivatives
	March 31, 2010				December 31, 2009
	Balance Sheet		Fair		Balance Sheet		Fair
	Location		Value		Location		Value
Interest rate swaps		Accrued liabilities	$	—		Accrued liabilities	$	2,303
Interest rate swaps		Other liabilities		1,370		Other liabilities		576
Total			$	1,370			$	2,879

The following summarizes the Condensed Consolidated Statements of Operations location of our derivative instruments:

			Amount of Gain (Loss) Recognized in Income
Derivatives Not	Location of Gain		Three Months Ended			Three Months Ended
Designated as Hedging	(Loss) Recognized in		March 31,			March 31,
Instruments	Income		2010			2009
Interest rate swaps		Loss on interest rate swaps, net	$	1,428		$	881
Interest rate cap		Loss on interest rate swaps, net		(706	)		—
Total			$	722		$	881

Net settlements of $(1.5) million and $(1.5) million for the three months ended March 31, 2010 and 2009, respectively, on interest rate swap agreements are also included in the loss on interest rate swaps, net.

The methods and assumptions used to estimate the fair value of each class of financial instruments are set forth below:

Cash and Cash Equivalents — The carrying amounts approximate fair value because of the relatively short time between the origination of the instrument and its expected realization. Foreign currency denominated cash and cash equivalents are translated into U.S. dollars using exchange rates in effect at the balance sheet date.

Long-Term Debt — The fair value of long-term debt is estimated based on borrowing rates currently available to the Company for loans with similar terms and maturities and discounted back to the present value. The Company obtains fair value measurements on its long-term debt obligations from third party providers. Significant factors evaluated include changes in margin on its various loans and its ability to make future debt payments.

Derivative Financial Instruments — The fair value of interest rate swaps and interest rate caps (used for purposes other than trading) represents the amount the Company would receive

F-50

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

or pay to terminate the agreements at the reporting date, taking into consideration the difference between the contract rate of interest and rates currently quoted for agreements of similar terms and maturities. The fair value measurement is estimated based on a discounted cash flow model using a dealer quoted interest rate. The fair value measurement of the derivative instruments in a liability position also considers the current credit-worthiness of the Company and its counterparties. The Company is exposed to credit related losses in the event of nonperformance by counterparties to these financial instruments. However, counterparties to these agreements are major financial institutions, and the risk of loss due to nonperformance is considered by management to be minimal.

To assess the inputs used to develop those measurements, a hierarchy for ranking the quality and reliability of the information used to determine fair value has been established that applies to all assets and liabilities that are being measured and reported on a fair value basis and requires their classification and disclosure in one of the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs that are not corroborated by market data.

The following summarizes the valuation of our financial instruments reported at fair value by the above pricing levels as of the valuation date listed:

	Derivative
	Financial			Fair Value Measurements Using
	Instruments			Level 1		Level 2			Level 3
As of March 31, 2010:
Interest rate swap	$	(1,370	)	$	—	$	(1,370	)	$	—
Interest rate cap	$	322		$	—	$	322		$	—
As of December 31, 2009:
Interest rate swaps	$	(2,879	)	$	—	$	(2,879	)	$	—
Interest rate cap	$	1,028		$	—	$	1,028		$	—

4.   Inventory

Inventory by major category includes the following:

	March 31,		December 31,
	2010		2009
Raw materials	$	32,316	$	35,352
Finished goods		54,095		53,772
Total	$	86,411	$	89,124

F-51

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

5.  Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following:

	March 31,			December 31,
	2010			2009
Land	$	15,954		$	14,392
Buildings		38,845			42,188
Machinery and equipment		201,781			203,769
Construction in progress		10,264			7,693
Software		25,493			24,877
Total		292,337			292,919
Less accumulated depreciation		(72,000	)		(67,974	)
Property, plant and equipment, net	$	220,337		$	224,945

The Company recognized depreciation expense of $6.6 million and $6.9 million for the three months ended March 31, 2010 and 2009, respectively, which is reflected in cost of goods sold and selling, general and administrative expenses in the accompanying unaudited Condensed Consolidated Statements of Operations.

6.   Intangible Assets, Net

Intangible assets, net consist of the following:

	March 31, 2010							December 31, 2009
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Trade names	$	24,381	$	—		$	24,381	$	24,910	$	—		$	24,910
Customer relationships		43,344		(6,289	)		37,055		44,614		(5,602	)		39,012
Supply agreements		41,378		(13,640	)		27,738		41,379		(12,796	)		28,583
Core/developed technology		24,830		(5,445	)		19,385		25,388		(5,127	)		20,261
Favorable leaseholds		772		(61	)		711		825		(59	)		766
Internally developed software		167		(167	)		—		170		(162	)		8
Total intangible assets	$	134,872	$	(25,602	)	$	109,270	$	137,286	$	(23,746	)	$	113,540

We recognized amortization expense for the intangible assets included above, intangible assets associated with our investment in Arboris, LLC, and software included in property, plant and equipment of $2.4 million and $2.6 million for the three months ended March 31, 2010 and 2009, respectively.

F-52

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The estimated aggregate amortization from intangible assets for each of the next five years is as follows (in thousands of U.S. dollars):

	Amortization
Years Ending December 31	Expense
2010	$	8,466
2011	$	8,457
2012	$	8,457
2013	$	8,457
2014	$	6,672

7.   Restructuring and Impairment

In 2007, we initiated a comprehensive cost reduction program that drives us to continuously reduce our fixed costs, improve our processes and the way we run our business, and better serve our customers. A key part of our program has been the optimization of our manufacturing footprint. This resulted in the recognition of restructuring and impairment charges in the Condensed Consolidated Statement of Operations.

The following table summarizes the activity and remaining liabilities included in accrued liabilities that are associated with the restructuring charges:

	Termination
	Benefits to Employees						Other Qualified Costs
	North America			Europe			North America			Europe			Total
Balance — December 31, 2009	$	362		$	832		$	798		$	18		$	2,010
Costs accrued		97			1,950			—			—			2,047
Payments		(97	)		(151	)		(501	)		—			(749	)
Currency exchange		—			(74	)		—			(1	)		(75	)
Balance — March 31, 2010	$	362		$	2,557		$	297		$	17		$	3,233

Restructuring costs expensed for the three month period ended March 31, 2010 were $0.1 million and $2.0 million in North America and Europe, respectively. These costs primarily relate to employee severance expenses of $1.2 million for our Sandarne, Sweden manufacturing facility and $0.7 million for our Niort, France manufacturing facility as a result of the realignment of our business in Europe. In the past, each of our European manufacturing facilities operated as stand alone companies, transacting business directly with our customers and suppliers. The new operating structure will provide a single face to our European customers and suppliers, streamlining our processes, realigning our production capabilities to market demands and making it easier for them to do business with us. We expect to incur approximately $0.4 million additional restructuring and impairment costs in subsequent quarters as this realignment is planned in a phased approach.

Restructuring costs of $3 thousand were incurred for the three month period ended March 31, 2009 related to our Dover, Ohio manufacturing facility.

No impairment costs were incurred during the three month period ended March 31, 2010. Impairment costs incurred for the three month period ended March 31, 2009 was $1.0 million, related to the impairment of machinery and equipment.

F-53

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

8.   Debt

Debt and credit agreements consist of the following:

	March 31,			December 31,
	2010			2009
First lien term loan	$	211,895		$	218,543
Second lien term loan		115,498			115,498
Revolving credit facility		—			—
Bank loan		537			717
Total		327,930			334,758
Less current portion		(3,622	)		(3,935	)
Long-term debt	$	324,308		$	330,823

The first lien term loan is divided into two loans, one denominated in U.S. dollars and one denominated in Euros. The outstanding principal balance as of March 31, 2010 and December 31, 2009 was $212.0 million and $218.5 million, respectively. Interest is payable monthly or quarterly at LIBOR/Euribor or prime rate, plus a 2.00% margin for U.S. dollar and 2.25% for Euro-denominated debt. The interest rates on the U.S. dollar and Euro-denominated debt was 2.25% and 2.91%, respectively, at March 31, 2010 and 2.24% and 2.82%, respectively, at December 31, 2009. The first lien term loan is due February 28, 2013.

The second lien term loan has interest payments due based on the interest period selected (one, two or three months) at LIBOR or prime rate, plus a 5.50% margin and 4.50% margin, respectively. The interest rate was 5.75% and 5.74% at March 31, 2010 and December 31, 2009, respectively. The second lien term loan is due February 28, 2014 and is collateralized by a second-priority lien on substantially all assets and equity interests of the Company’s U.S. subsidiaries as defined in the Second Lien Credit and Guaranty Agreement dated February 28, 2007. U.S. assets totaled approximately $331.6 million and $328.7 million as of March 31, 2010 and December 31, 2009, respectively.

The Company has a revolving credit facility with availability of $60.0 million that can be borrowed in U.S. dollars or Euros. The Company also has the ability to issue letters of credit based on availability under the revolving credit facility. Interest is payable monthly or quarterly at LIBOR/Euribor or prime rate, plus an applicable margin based on the Company’s leverage ratio. There was no outstanding balance at either March 31, 2010 or December 31, 2009. The outstanding balance of the revolving credit facility is due February 28, 2012. The commitment fee related to the revolving credit facility was $0.1 million and $30 thousand for the three months ended March 31, 2010 and 2009, respectively.

As part of our February 12, 2009 acquisition of Abieta Chemie GmbH, a company located in Gersthofen, Germany that specializes in natural resin products, we assumed an outstanding bank loan of €4.5 million ($6.0 million) at a fixed interest rate of 4.80%. As of March 31, 2010 and December 31, 2009, $0.5 million and $0.7 million, respectively, was outstanding after repayments made to date.

The first and second lien term loans and the revolving credit facility contain certain financial covenants. The financial covenants require that the Company maintain (i) a certain interest coverage ratio, (ii) a certain leverage ratio and (iii) a maximum limit for capital expenditures in any year. In addition, certain covenants substantially restrict the Company’s ability to incur additional indebtedness, create liens, make certain investments, sell assets or pay dividends. The Company’s obligations under

F-54

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

these agreements may be accelerated on certain events of default. As of March 31, 2010 and December 31, 2009, the Company was in compliance with the covenants.

Rhône Capital holds $17.6 million of the Company’s outstanding second lien debt as of March 31, 2010. Interest paid to Rhône Capital was $0.2 million and $0.3 million for the three months ended March 31, 2010 and 2009, respectively.

9.   Retirement Plans

(a) U.S. Defined Benefit Plan — The Company sponsors a noncontributory defined benefit pension plan in the U.S.

Net periodic pension expense for the Company’s U.S. defined benefit pension plan was as follows:

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2010			2009
Service cost	$	204		$	212
Interest cost		63			22
Expected return on plan assets		(53	)		—
Amortization of prior service cost		27			28
Net periodic benefit cost	$	241		$	262

The U.S. defined benefit pension plan obligations and assets are measured annually at December 31.

The Company contributed $0.2 million and $0.1 million in the three months ended March 31, 2010 and 2009, respectively, and expects to contribute $0.8 million to the defined benefit pension plan in the remainder of 2010.

(b) Non U.S. Defined Benefit Plans — The Company sponsors defined benefit pension and retirement plans in certain foreign subsidiaries. Generally, the Company’s non-U.S. defined benefit pension plans are funded using the projected benefit as a target, in countries where funding of benefit plans is required.

Net periodic pension expense for the Company’s non-U.S. plans was as follows:

	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2010			2009
Service cost	$	323		$	274
Interest cost		768			616
Expected return on plan assets		(648	)		(556	)
Amortization of prior service cost		1			—
Amortization of net (gain) loss		(26	)		(37	)
Net periodic benefit cost	$	418		$	297

The non U.S. pension plans obligations and assets are measured annually at December 31.

F-55

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The Company contributed $0.5 million and $0.3 million in three months ended March 31, 2010 and 2009, respectively, and expects to contribute $0.3 million to the pension plans in the remainder of 2010.

(c)   401(k) Savings Plan (U.S.)

The Company has a defined contribution Employee Savings Plan for all U.S.-based employees, the Arizona Chemical Savings Plan. The savings plan is a tax-qualified 401(k) plan, and employees’ contributions are matched by the Company on the following basis: 70 cents on the dollar for the first four percent of the employee’s contribution and 50 cents on the dollar for up to an additional four percent.

As a means to further enhance retirement savings for U.S.-based employees in light of the absence of a defined benefit pension plan, the Company maintains an annual profit sharing award plan. This award comes in the form of a discretionary gift contribution made by the Company directly to each U.S.-based salaried employee’s savings plan account based on the Company’s performance. The award is intended to be variable in nature and it could be less or more than four percent depending upon the performance of the business. All employees receive the same percentage award.

The Company’s contributions under these plans amounted to approximately $0.6 million and $0.5 million for the three months ended March 31, 2010 and 2009, respectively. The Company expects to contribute $1.1 million in the remainder of 2010.

(d)   Long-term Service Award Plan

The Company maintains a Long-Term Service Awards program, a deferred compensation plan, for qualified employees in our German operations. Under the German plan, qualified employees receive a service gratuity (“Jubilee”) payment once they have reached a certain number of years of service.

The Company’s contributions under this plan amounted to approximately $1 thousand for the three months ended March 31, 2010. The Company did not make contributions under this plan in the three months ended March 31, 2009. The Company expects to contribute $14 thousand in the remainder of 2010.

(e)   Early Retirement and Post-employment Programs

In Germany, Altersteilzeit (“ATZ”) is an early retirement program established by law, and is designed to create an incentive for employees, within a certain age group, to transition from (full or part-time) employment into retirement before their legal retirement age.

The Company’s contributions under this plan amounted to approximately $39 thousand for the three months ended March 31, 2010. The Company did not make contributions under this plan in the three months ended March 31, 2009. The Company expects to contribute $156 thousand in the remainder of 2010.

(f)   Collective Bargaining Agreements

As of March 31, 2010, approximately 54% of our 671 employees in the United States were unionized and are covered by collective bargaining agreements. In Europe, nearly all of our employees are represented by local workers’ councils and/or unions.

F-56

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

10.   Commitments and Contingencies

Operating Leases — The Company leases administrative, manufacturing and warehousing facilities, and machinery and other equipment under non-cancelable leases that expire at various dates through 2015.

Purchase Obligations — The Company has entered into unconditional purchase agreements with terms of more than one year that entail fixed payments for periods lasting up to 2019.

Litigation — The Company is a party to various lawsuits, claims, and contingent liabilities arising from the conduct of its business; however, in the opinion of management, based on the advice of counsel, they are not expected to have a material adverse effect on the consolidated financial statements of the Company.

On February 26, 2010, Arboris, LLC filed a lawsuit against us in the United States District Court, Middle District of Florida regarding claims for relief under U.S. antitrust statutes as well as a series of claims related to a tall oil pitch supply agreement and a ground lease we entered into with them. We believe we have strong defenses to these claims based in part upon the advice of counsel, and we do not believe these claims will have a material adverse affect on our business or consolidated financial statements.

Forward Contracts — We typically enter into natural gas purchase contracts that extend no more than twelve months into the future for between 50% - 70% of our estimated natural gas consumption in our North American manufacturing facilities.

Environmental Costs and Obligations — We accrue costs associated with environmental obligations, such as remediation or closure costs, when such costs are probable and reasonably estimable. We adjust such accruals as further information develops or circumstances change. We discount costs of future expenditures for environmental obligations to their present value when the expected cash flows are reliably determinable. Legal costs incurred in connection with loss contingencies are expensed as incurred. Indemnification of certain environmental remediation costs of $3.2 million and $3.3 million as of March 31, 2010 and December 31, 2009, respectively, from third parties, which are probable of realization, are separately recorded as assets, and are not offset against the related environmental liability as of March 31, 2010 and December 31, 2009. As of March 31, 2010 and December 31, 2009, accruals related to environmental obligations totaled $4.0 million and $4.1 million, respectively.

11.   Segment Information

Reportable operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, which has been determined to be our chief executive officer, in deciding how to allocate resources and in assessing performance.

We operate in two segments, North America and Europe, each of which sells a similar portfolio of products. These segments are our primary areas of measurement and decision making. The North America segment is comprised of all operations within the American and Asian continents. The European segment is comprised of all operations in the rest of the world. Net sales in each segment consist of sales of our products to customers in the following markets: adhesives, inks, roads and construction, tires and rubber, consumer products, renewable energy, and chemical intermediates. Our chief executive officer evaluates our performance, in part, based upon each segment’s net sales and net income.

F-57

ARIZONA CHEM SWEDEN HOLDINGS AB AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Concluded)
(Unaudited)

The assets and liabilities of the Company are reported internally in the same manner as the condensed consolidated financial statements. Information by operating segment is as follows:

	Three Months Ended												Three Months Ended
	March 31, 2010												March 31, 2009
	North America			Europe			Eliminations			Total			North America			Europe			Eliminations			Total
Sales to external customers	$	96,333		$	101,718		$	—		$	198,051		$	85,555		$	92,379		$	—		$	177,934
Intersegment sales		18,227			65,124			(83,351	)		—			14,215			1,338			(15,553	)		—
Depreciation and amortization		4,795			4,248			—			9,043			5,459			3,978			—			9,437
Impairment loss		—			—			—			—			1,032			—			—			1,032
Interest expense, net		(2,780	)		(1,090	)		—			(3,870	)		(2,834	)		(1,726	)		—			(4,560	)
Income tax expense (benefit)		4,554			(669	)		—			3,885			(1,156	)		203			117			(836	)
Equity in earnings of affiliates, net of taxes		4			—			—			4			150			—			—			150
Net income (loss)		9,451			546			—			9,997			(3,212	)		618			237			(2,357	)
Additions to property, plant and equipment		(1,885	)		(2,981	)		—			(4,866	)		(4,863	)		(1,814	)		—			(6,677	)
Software expenditures		(2,088	)		(1,673	)		—			(3,761	)		(2,685	)		(583	)		—			(3,268	)

	March 31, 2010								December 31, 2009
	North America		Europe		Eliminations		Total		North America		Europe		Eliminations		Total
Investment in affiliate	$	11,427	$	70	$	—	$	11,497	$	11,512	$	71	$	—	$	11,583
Total assets		331,644		298,631		—		630,275		314,062		303,947		—		618,009

12.   Subsequent Events

The Company evaluated events and transactions that occurred during the period from March 31, 2010, the date of the balance sheet, through May 28, 2010, the date the unaudited condensed consolidated financial statements were available to be issued. Based on that evaluation, the following subsequent events were identified:

On May 28, 2010, the Compensation Committee made grants of common profits interests to our executives who are shareholders or limited partners in the MIVs, including each of our named executive officers. These grants represent an additional approximately 2.1% of the outstanding common profits interests in AZ Chem Investments Partners LP and will be the final grants of common profits interests to be made by the MIVs.

On May 27, 2010, we entered into amendments to both our First Lien Credit Agreement and our Second Lien Credit Agreement. The amendments become effective upon completion of an initial public offering. These amendments primarily relate to the use of proceeds from the offering and our ability to pay dividends as a public company.

******

F-58

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common shares hereunder. All amounts are estimates except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc. filing fee and the New York Stock Exchange listing fee.

Securities and Exchange Commission registration fee	$	8,912.50
Financial Industry Regulatory Authority, Inc. filing fee	$	13,000.00
New York Stock Exchange listing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Transfer agent and registrar fees and expenses
Blue Sky fees and expenses
Miscellaneous
Total

Item 14.   Indemnification of Directors and Officers

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

We are in the process of obtaining directors’ and officers’ insurance for some of our directors, officers, affiliates, partners or employees for liabilities relating to the performance of their duties. Such indemnification shall not extend to any matter which would render it void pursuant to the Companies Act.

At present, there is no pending material litigation or proceeding involving any of our officers or directors where indemnification will be required or permitted. We are not aware of any threatened material litigation or proceeding which may result in a claim for indemnification of an officer or director.

II-1

Item 15.   Recent Sales of Unregistered Securities

On February 12, 2010, in connection with its incorporation, the registrant issued 100 of its common shares to Arizona Chemical Luxembourg Holdings S.à r.l. for $1.00 in cash. These shares were offered and sold in reliance on Section 4(2) of the Securities Act as the offering and sale of the common shares did not involve a public offering.

Item 16.   Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

(b) Financial Statement Schedules

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE I

CONDENSED FINANCIAL INFORMATION (Parent Company Only)
BALANCE SHEETS
(dollars in thousands)

	December 31,			December 31,
	2009			2008
Assets
Current assets:
Cash and cash equivalents	$	13		$	13
Total current assets		13			13
Investment in subsidiaries		97,615			95,515
Total assets	$	97,628		$	95,528
Liabilities and shareholder’s equity
Current liabilities:
Intercompany payables	$	21		$	17
Income tax payable		—			2
Total current liabilities		21			19
Shareholder’s equity:
Common shares, $14.25 par value — issued and outstanding 1,000 shares		14			14
Paid-in Capital		135,661			137,338
Accumulated Deficit		(41,791	)		(53,889	)
Accumulated other comprehensive income		3,723			12,046
Total shareholder’s equity		97,607			95,509
Total liabilities and shareholder’s equity	$	97,628		$	95,528

See Notes to Condensed Financial Statements

II-2

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE I

CONDENSED FINANCIAL INFORMATION (Parent Company Only)
STATEMENTS OF OPERATIONS
(dollars in thousands)

	Successor
							March 1
	Year Ended			Year Ended			through
	December 31,			December 31,			December 31,
	2009			2008			2007
Net sales	$	—		$	—		$	—
Cost of goods sold		—			—			—
Gross profit		—			—			—
Operating expenses (income):
Selling, general and administrative		2			7			(9	)
Equity in net (income) loss of subsidiaries		(12,099	)		26,574			27,297
Unrealized foreign exchange (gain) loss		(1	)		19			—
Total operating expenses (income)		(12,098	)		26,600			27,288
Income (loss) before income tax expense (benefit)		12,098			(26,600	)		(27,288	)
Income tax (benefit) expense		—			(1	)		2
Net income (loss)	$	12,098		$	(26,599	)	$	(27,290	)

See Notes to Condensed Financial Statements

II-3

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE I

CONDENSED FINANCIAL INFORMATION (Parent Company Only)
STATEMENTS OF SHAREHOLDER’S EQUITY AND COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)

								Retained			Accumulated
								Earnings			Other
					Paid-in			(Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit)			Income			Total
Balance at March 1, 2007		1,000	$	14	$	129,986		$	—		$	—		$	130,000
Net loss		—		—		—			(27,290	)		—			(27,290	)
Foreign currency translation adjustment		—		—		—			—			(297	)		(297	)
Net gain from pension plans, net of tax		—		—		—			—			1,632			1,632
Comprehensive loss															(25,955	)
Balance at December 31, 2007		1,000		14		129,986			(27,290	)		1,335			104,045
Contribution of debt by Rhône Capital		—		—		7,352			—			—			7,352
Net loss		—		—		—			(26,599	)		—			(26,599	)
Foreign currency translation adjustment		—		—		—			—			12,755			12,755
Net loss from pension plans, net of tax		—		—		—			—			(2,044	)		(2,044	)
Comprehensive loss															(15,888	)
Balance at December 31, 2008		1,000		14		137,338			(53,889	)		12,046			95,509
Distribution to Parent		—		—		(1,677	)		—			—			(1,677	)
Net income		—		—		—			12,098			—			12,098
Foreign currency translation adjustment		—		—		—			—			(5,902	)		(5,902	)
Net loss from pension plans, net of tax		—		—		—			—			(2,421	)		(2,421	)
Comprehensive income															3,775
Balance at December 31, 2009		1,000	$	14	$	135,661		$	(41,791	)	$	3,723		$	97,607

See Notes to Condensed Financial Statements

II-4

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE I

CONDENSED FINANCIAL INFORMATION (Parent Company Only)
STATEMENTS OF CASH FLOWS
(dollars in thousands)

	Successor
							March 1
	Year Ended			Year Ended			through
	December 31,			December 31,			December 31,
	2009			2008			2007
Operating activities
Net income (loss)	$	12,098		$	(26,599	)	$	(27,290	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiaries		(12,099	)		26,574			27,297
Change in assets and liabilities:
Intercompany payable		4			(474	)		491
Income tax payable		(2	)		—			2
Net cash provided by (used in) operating activities		1			(499	)		500
Investing activities
Net cash provided by (used in) investing activities		—			—			—
Financing activities
Net cash provided by (used in) financing activities		—			—			—
Effect of foreign exchange rate changes on cash and cash equivalents		(1	)		(5	)		17
Increase (decrease) in cash and cash equivalents		—			(504	)		517
Cash and cash equivalents at beginning of period		13			517			—
Cash and cash equivalents at end of period	$	13		$	13		$	517
Supplemental cash flows information:
Cash paid during the period for:
Income taxes	$	2		$	2		$	—
Noncash investing and financing activities:
Contribution by Rhône Capital/debt retirement	$	—		$	7,352		$	—

See Notes to Condensed Financial Statements

II-5

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE I

NOTES TO CONDENSED FINANCIAL INFORMATION (Parent Company Only)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008,
AND THE TEN MONTH PERIOD ENDED DECEMBER 31, 2007

1.   BASIS OF PRESENTATION

Arizona Chem Sweden Holdings AB is a company organized under the laws of Sweden and a wholly-owned subsidiary of AZ Chem Luxembourg Holdings S.à.r.l. AZ Chem Luxembourg Holdings S.à.r.l. is a direct, wholly-owned subsidiary of AZ Chem Investments Partners LP, the majority of the interests of which are owned by funds associated with Rhône Capital L.L.C. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Arizona Chem Sweden Holdings AB has two wholly-owned subsidiaries, AZ Chem US Holdings Inc. and Arizona Chemical AB, which are the parent companies for our North American and European operations, respectively.

Pursuant to the rules and regulations of the SEC, the condensed financial statements of the parent company do not include all of the information and notes normally included with financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In addition, for purposes of this schedule, the investments in wholly-owned subsidiaries are accounted for using the equity method of accounting which is not in accordance with U.S. GAAP. It is, therefore suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto.

2.   DEBT

On February 28, 2007, Rhône Capital III, L.P. (“Rhône Capital”) acquired us from International Paper Company (“International Paper”), pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) for approximately $486.7 million plus direct acquisition costs, creating Arizona Chem Sweden Holdings AB and subsidiaries (the “Acquisition”). The Acquisition was funded with cash of $130 million and substantially all of the proceeds from the issuance of debt totaling $375 million.

In connection with the Acquisition, our subsidiaries entered into a First Lien Credit and Guaranty Agreement, which we refer to as our “First Lien Credit Agreement”, and a Second Lien Credit and Guaranty Agreement, which we refer to as our “Second Lien Credit Agreement”, respectively. We refer to these agreements together as our “credit agreements”. We are the guarantors with respect to these credit agreements. These credit agreements have certain restrictions that limit our subsidiaries from paying dividends or making any other distributions to us and restrict our ability to pay dividends or any other distributions. As a result of these transactions, on a consolidated basis we are highly leveraged. As of December 31, 2009, our total consolidated indebtedness was $338.9 million.

As part of the credit agreements all credit parties, which include us and our subsidiaries, have certain restrictions that limit paying dividends or making any other distributions, repaying or prepaying any indebtedness owed, making loans or advances, or transferring, leasing or licensing any of its property or assets.

II-6

ARIZONA CHEM SWEDEN HOLDINGS AB

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(dollars in thousands)

			Charged to
	Balance,		(Recovery of)
	Beginning of		and Costs		Charged to						Balance, End of
	Year		Expenses		Other Accounts			Deductions			Year
Deferred Tax Asset
Valuation Allowances
Predecessor:
2 months ended February 28, 2007	$	27,682	$	816	$	—		$	—		$	28,498
Successor:
10 months ended December 31, 2007		41,364		2,570		—			—			43,934
Year ended December 31, 2008		43,934		4,918		(7,685	)		—			41,167
Year ended December 31, 2009		41,167		2,476		1,662			—			45,305
Environmental Costs and Obligations
Environmental Liabilities
Predecessor:
2 months ended February 28, 2007	$	416	$	—	$	—		$	(7	)	$	409
Successor:
10 months ended December 31, 2007		409		2,985		—			—			3,394
Year ended December 31, 2008		3,394		441		—			(642	)		3,193
Year ended December 31, 2009		3,193		1,980		—			(1,036	)		4,137

Item 17.   Undertakings

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,

II-7

submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

i. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

ii. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Almere, the Netherlands, on the 7th day of June, 2010.

Arizona Chemical Ltd.

By:  /s/  Cornelis Verhaar

Cornelis Verhaar

President and Chief Executive Officer

By:  /s/  Frederic Jung

Frederic Jung

Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 7, 2010.

Signature	Title
* Cornelis Verhaar	Director, President and Chief Executive Officer (Principal Executive Officer)
* Frederic Jung	Vice President and Chief Financial Officer (Principal Financial Officer)
* Astrid van der Valk	Corporate Controller (Controller)
* Eytan Tigay	Director, Chairman
* Leonard Berlik	Director
* John R. Bolton	Director
* Jochen Krautter	Director
* Petter Johnsson	Director
* Gerald Marterer	Director

II-9

Signature		Title
* Sebastien Mazella di Bosco		Director
*By:	/s/  Cornelis Verhaar Cornelis Verhaar Attorney-in-Fact

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused the registration statement to be signed on its behalf by the undersigned, solely in her capacity as the duly authorized representative of Arizona Chemical Ltd. in the United States, in the City of Jacksonville, State of Florida, on June 7, 2010.

By:  /s/  Pamela J. Simmons

Name:     Pamela J. Simmons

Title:        Counsel

II-10

EXHIBIT INDEX

Exhibit No.			Description
	1	.1	Form of Underwriting Agreement.*
	3	.1	Certificate of Incorporation and Memorandum of Association.**
	3	.2	Form of Bye-laws.*
	4	.1	Form of Shareholders Agreement.*
	4	.2	Form of Certificate for Common Shares.*
	5	.1	Opinion of Conyers Dill and Pearman Limited, Bermuda.*
	8	.1	Tax Opinion of Conyers Dill and Pearman Limited, Bermuda.*
	8	.2	Tax Opinion of Sullivan & Cromwell LLP.*
	10	.1	Second Amended and Restated CTO/BLS Supply Agreement dated as of November 17, 2009, by and between International Paper Company and Arizona Chemical Company, LLC.**
	10	.2	Second Amended and Restated CST Supply Agreement dated as of November 17, 2009, by and between International Paper Company and Arizona Chemical Company, LLC.**
	10	.3	First Lien Credit and Guaranty Agreement dated as of February 28, 2007, among AZ Chem US Inc., as U.S. Borrower, Proserpina 1073 AB (under change of name to Arizona Chem Sweden AB), as European Borrower, Proserpina 1072 AB (under change of name to Arizona Chem Sweden Holdings AB) and certain subsidiaries of Arizona Chem Sweden Holdings AB, as Guarantors, various lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger, Bookrunner, Syndication Agent, Administrative Agent and Collateral Agent, and Bank of America, N.A., as Documentation Agent.
	10	.4	First Amendment to First Lien Credit and Guaranty Agreement dated as of July 1, 2008, by and among AZ Chem US Inc., Arizona Chemical AB, Goldman Sachs Credit Partners L.P., as Administrative Agent, and for purposes of Section IV thereof, the guarantors listed on the signature pages thereto.**
	10	.5	Second Amendment to First Lien Credit and Guaranty Agreement dated as of July 24, 2008, by and among AZ Chem US Inc., Arizona Chemical AB, Goldman Sachs Credit Partners L.P., as Administrative Agent, and for purposes of Section IV thereof, the guarantors listed on the signature pages thereto.
	10	.6	Third Amendment to First Lien Credit and Guaranty Agreement dated as of November 14, 2008 by and among AZ Chem US Inc., Arizona Chemical AB, Goldman Sachs Credit Partners L.P., as Administrative Agent, and for purposes of Section IV thereof, the guarantors listed on the signature pages thereto.**
	10	.7	First Lien Pledge and Security Agreement dated as of February 28, 2007 between each of the Grantors party thereto and Goldman Sachs Credit Partners L.P., as Collateral Agent.**
	10	.8	Second Lien Credit and Guaranty Agreement dated as of February 28, 2007, among AZ Chem US Inc., as Borrower, AZ Chem US Holdings Inc. and certain subsidiaries of AZ Chem US Holdings Inc., as Guarantors, various lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger, Bookrunner and Syndication Agent, and CapitalSource Finance LLC, as Administrative Agent and Collateral Agent.
	10	.9	First Amendment to Second Lien Credit and Guaranty Agreement dated as of July 24, 2008 by and among AZ Chem US Inc., CapitalSource Finance LLC, as Administrative Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent, for purposes of Section IV thereof, and the guarantors listed on the signature pages thereto.
	10	.10	Second Lien Pledge and Security Agreement dated as of February 28, 2007 between each of the Grantors party thereto and CapitalSource Finance LLC, as Collateral Agent.**
	10	.11	Lease Agreement dated as of February 28, 2007, between International Paper Company and Arizona Chemical Company.**
	10	.12	Employment Agreement dated August 18, 2008, between Arizona Chemical B.V. and Cornelis Verhaar.**

Exhibit No.			Description
	10	.13	Letter of Understanding for Frederic Jung — International Assignment in Almere, The Netherlands dated August 28, 2009 between Arizona Chemical LLC and Frederic Jung.**
	10	.14	Employment Agreement dated November 27, 2008 between Arizona Chemical B.V. and Dick Stuyfzand.**
	10	.15	Employment Agreement dated June 30, 2006 between Arizona Chemical B.V. and Juhani Tuovinen.**
	10	.16	2010 Long-Term Incentive Plan.*
	10	.17	Amended and Restated Arizona Chemical Company, LLC U.S. Salaried Employee Severance Plan and Summary Plan Description dated February 10, 2010.**
	10	.18	Fourth Amendment to First Lien Credit and Guaranty Agreement dated as of May 28, 2010 by and among AZ Chem US Inc., Arizona Chemical AB, Goldman Sachs Credit Partners L.P., as Administrative Agent, and, for purposes of Section V thereof, the guarantors listed on the signature pages thereto.
	10	.19	Second Amendment to Second Lien Credit and Guaranty Agreement dated as of May 28, 2010 by and among AZ Chem US Inc., CapitalSource Finance LLC, as Administrative Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent, and, for purposes of Section V thereof, the guarantors listed on the signature pages thereto.
	21	.1	Subsidiaries of Arizona Chemical Ltd.
	23	.1	Consent of Conyers Dill & Pearman, Bermuda.*
	23	.2	Consent of Deloitte & Touche LLP.
	23	.3	Consent of Deloitte & Touche LLP.
	23	.4	Consent of Arthur D. Little Benelux S.A./N.V.
	24	.1	Power of Attorney**

* To be filed by amendment.

** Previously filed.

EX-10.3

Exhibit 10.3

EXECUTION COPY

FIRST LIEN CREDIT AND GUARANTY AGREEMENT

dated as of February 28, 2007

among

AZ CHEM US INC., as U.S. Borrower,

PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), as European Borrower,

PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB) and

CERTAIN SUBSIDIARIES OF ARIZONA CHEM SWEDEN HOLDINGS AB,
as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger, Bookrunner, Syndication Agent,
Administrative Agent and Collateral Agent,

and

BANK OF AMERICA, N.A.,
as Documentation Agent

$310,000,000 First Lien Senior Secured Credit Facilities

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS AND INTERPRETATION	2
1.1. Definitions	2
1.2. Accounting Terms	40
1.3. Interpretation, etc.	40
SECTION 2. LOANS AND LETTERS OF CREDIT	40
2.1. Term Loans	40
2.2. Revolving Loans	41
2.3. Swing Line Loans	43
2.4. Issuance of Letters of Credit and Purchase of Participations Therein	45
2.5. Pro Rata Shares; Availability of Funds	49
2.6. Use of Proceeds	49
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes	49
2.8. Interest on Loans	50
2.9. Conversion/Continuation	53
2.10. Default Interest	53
2.11. Fees	54
2.12. Scheduled Payments	54
2.13. Voluntary Prepayments/Commitment Reductions	56
2.14. Mandatory Prepayments	57
2.15. Application of Prepayments	59
2.16. General Provisions Regarding Payments	61
2.17. Ratable Sharing	63
2.18. Making or Maintaining Eurodollar Rate Loans	63
2.19. Increased Costs; Capital Adequacy	65
2.20. Taxes; Withholding, etc.	67
2.21. Obligation to Mitigate	70
2.22. Defaulting Lenders	71
2.23. Removal or Replacement of a Lender	72
2.24. Incremental Facilities	72
SECTION 3. CONDITIONS PRECEDENT	74
3.1. Closing Date	74
3.2. Conditions to Each Credit Extension	77
SECTION 4. REPRESENTATIONS AND WARRANTIES	78
4.1. Organization; Requisite Power and Authority; Qualification	78
4.2. Equity Interests and Ownership	78
4.3. Due Authorization	79
4.4. No Conflict	79
4.5. Governmental Consents	79
4.6. Binding Obligation	79

ii

Page

4.7. Historical Financial Statements	79
4.8. Projections	80
4.9. No Material Adverse Change	80
4.10. Adverse Proceedings, etc	80
4.11. Payment of Taxes	80
4.12. Properties	81
4.13. Environmental Matters	81
4.14. No Defaults	82
4.15. Material Contracts	82
4.16. Governmental Regulation	82
4.17. Margin Stock	82
4.18. Employee Matters	82
4.19. Employee Benefit Plans	83
4.20. Solvency	84
4.21. Compliance with Statutes, etc	84
4.22. Disclosure	84
4.23. Patriot Act	84
4.24. Financial Assistance	85
SECTION 5. AFFIRMATIVE COVENANTS	85
5.1. Financial Statements and Other Reports	85
5.2. Existence	89
5.3. Payment of Taxes and Claims	89
5.4. Maintenance of Properties	90
5.5. Insurance	90
5.6. Books and Records; Inspections	90
5.7. Lenders Meetings	91
5.8. Compliance with Laws	91
5.9. Environmental	91
5.10. Subsidiaries	92
5.11. Additional Material Real Estate Assets	94
5.12. Interest Rate Protection	95
5.13. Further Assurances	95
5.14. Financial Assistance	96
5.15. Miscellaneous Covenants	96
5.16. Post-Closing Mergers, Dissolutions, Etc	96
5.17. Certain Post-Closing Obligations	97
SECTION 6. NEGATIVE COVENANTS	98
6.1. Indebtedness	99
6.2. Liens	101
6.3. No Further Negative Pledges	103
6.4. Restricted Junior Payments	103
6.5. Restrictions on Subsidiary Distributions	104
6.6. Investments	104
6.7. Financial Covenants	105

iii

Page

6.8. Fundamental Changes; Disposition of Assets; Acquisitions	108
6.9. Disposal of Subsidiary Interests	109
6.10. Sales and Lease-Backs	110
6.11. Transactions with Shareholders and Affiliates	110
6.12. Conduct of Business	110
6.13. Permitted Activities of Holding Companies	110
6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements	111
6.15. Amendments or Waivers of with respect to Second Lien Credit Agreement	111
6.16. Fiscal Year	111
SECTION 7. GUARANTY	111
7.1. Guaranty of the Obligations	111
7.2. Contribution by Guarantors	111
7.3. Payment by Guarantors	112
7.4. Liability of Guarantors Absolute	113
7.5. Waivers by Guarantors	115
7.6. Guarantors’ Rights of Subrogation, Contribution, etc	115
7.7. Subordination of Other Obligations	116
7.8. Continuing Guaranty	116
7.9. Authority of Guarantors or Borrowers	116
7.10. Financial Condition of Borrowers	116
7.11. Bankruptcy, etc	117
7.12. Discharge of Guaranty Upon Sale of Guarantor	117
7.13. Non-U.S. Guarantor Limitations	118
SECTION 8. EVENTS OF DEFAULT	119
8.1. Events of Default	119
SECTION 9. AGENTS	122
9.1. Appointment of Agents	122
9.2. Powers and Duties	123
9.3. General Immunity	123
9.4. Agents Entitled to Act as Lender	125
9.5. Lenders’ Representations, Warranties and Acknowledgment	125
9.6. Right to Indemnity	125
9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender	126
9.8. Collateral Documents and Guaranty	127
9.9. Collateral Agent under U.K. Collateral Documents	128
9.10. Withholding Tax	128
SECTION 10. MISCELLANEOUS	128
10.1. Notices	128
10.2. Expenses	130

iv

Page

10.3. Indemnity	130
10.4. Set-Off	131
10.5. Amendments and Waivers	131
10.6. Successors and Assigns; Participations	133
10.7. Independence of Covenants	137
10.8. Survival of Representations, Warranties and Agreements	137
10.9. No Waiver; Remedies Cumulative	137
10.10. Marshalling; Payments Set Aside	137
10.11. Severability	138
10.12. Obligations Several; Independent Nature of Lenders’ Rights	138
10.13. Headings	138
10.14. APPLICABLE LAW	138
10.15. CONSENT TO JURISDICTION	138
10.16. WAIVER OF JURY TRIAL	139
10.17. Confidentiality	140
10.18. Usury Savings Clause	141
10.19. Counterparts	141
10.20. Effectiveness	141
10.21. Patriot Act	141
10.22. Electronic Execution of Assignments	141
10.23. Judgment Currency	141
10.24. Release on Payment in Full	142
10.25. Authorization of Filing of Financing Statements	142

v

APPENDICES:	A-1	U.S. Term Loan Commitments
	A-2	European Term Loan Commitments
	A-3	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	1.1A	Security Principles
	1.1B	Mandatory Costs
	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.12	Real Estate Assets
	4.15	Material Contracts
	4.19	Employee Benefit Plans
	5.11	Mortgaged Properties
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.5	Certain Restrictions on Subsidiary Distributions
	6.6	Certain Investments
	6.11	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	U.S. Term Loan Note
	B-2	European Term Loan Note
	B-3	Revolving Loan Note
	B-4	Swing Line Note
	C	Compliance Certificate
	D	Assignment Agreement
	E	Certificate Re Non-bank Status
	F-1	Closing Date Certificate
	F-2	Solvency Certificate
	G	Counterpart Agreement
	H	Landlord Personal Property Collateral Access Agreement
	I	Intercompany Note
	J	Joinder Agreement
	K	Intercreditor Agreement

vi

FIRST LIEN CREDIT AND GUARANTY AGREEMENT

     This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 28, 2007, is entered into by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”, and, together with U.S. Borrower, the “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”), Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), and BANK OF AMERICA, N.A. “BANA”), as Documentation Agent (in such capacity, “Documentation Agent”).

RECITALS:

     WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

     WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of December 17, 2006 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Stock Purchase Agreement”), Sponsor plans to acquire (the “Acquisition”) all the Equity Interests of Arizona Chemical Company, a Delaware corporation, International Paper Sweden Investment Company A.B., a company organized under the laws of Sweden, International Paper Finland Investment Company, a company organized under the laws of Finland and Union Camp Chemicals Limited, a company organized under the laws of England and Wales (collectively, the “Acquired Businesses”) from their stockholders, International Paper Company, a New York corporation, and International Paper Investments (Luxembourg) S.à.r.l., a Luxembourg société à responsabilité limitée (collectively, the “Seller”);

     WHEREAS, Lenders have agreed to extend certain credit facilities to Borrowers, in an aggregate amount not to exceed $310,000,000, consisting of $150,000,000 aggregate principal amount of U.S. Term Loans, $100,000,000 aggregate principal amount of European Term Loans, and up to $60,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used, together with the Second Lien Term Loans and the Equity Contribution, (i) to finance, in part, the Acquisition, (ii) to pay fees and expenses incurred in connection with the Transactions, and (iii) to provide ongoing working capital and for other general corporate purposes of Borrowers and their Subsidiaries;

     WHEREAS, Holdings has agreed (i) to guarantee the Obligations of the European Borrower and each of the Non-U.S. Guarantors and (ii) to secure its guarantee of the Obligations of the European Borrower and each of the Non-U.S. Guarantors by granting to the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of its assets (to the extent set forth herein and in each other Credit Document), including a pledge of a First Priority Lien on 100% of the Equity Interests of the European Borrower;

     WHEREAS, U.S. Borrower has agreed (i) to guarantee the Obligations of the European Borrower and the other Guarantors and (ii) to secure all of its Obligations as U.S. Borrower and its guarantee of the Obligations of the European Borrower and the other Guarantors by granting to the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of its assets (to the extent set forth herein and in each other Credit Document), including a pledge of substantially all of the Equity Interests of each of its directly-owned U.S. Subsidiaries and 65% (or 100% in the case of pledges to secure obligations of the European Borrower and Non-U.S. Guarantors) of the voting Equity Interests and 100% of the non-voting Equity Interests of each of its first tier Non-U.S. Subsidiaries;

     WHEREAS, the European Borrower has agreed (i) to guarantee the Obligations of the Non-U.S. Guarantors pursuant to the terms and subject to the conditions set forth herein (including, in particular, the limitations set forth in Section 7.13) and (ii) to secure its Obligations and the Obligations of the Non-U.S. Guarantors by granting to the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of its assets (to the extent set forth herein and in each other Credit Document), including a pledge of substantially all of the Equity Interests of each of its directly-owned Subsidiaries.

     WHEREAS, each of the U.S. Guarantors has agreed (i) to guarantee the Obligations of the Borrowers and (ii) to secure its guarantee of such Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective assets (to the extent set forth herein and in each other Credit Document), including a pledge of all of the Equity Interests of each of their respective directly owned U.S. Subsidiaries and 65% (or 100% in the case of pledges to secure obligations of the European Borrower and Non-U.S. Guarantors) of the voting Equity Interests and 100% of the non-voting Equity Interests of each of their respective first tier Non-U.S. Subsidiaries; and

     WHEREAS, each of the Non-U.S. Guarantors (other than the European Borrower) has agreed (i) to guarantee the Obligations of the European Borrower and the other Non-U.S. Guarantors pursuant to the terms and subject to the conditions set forth herein (including, in particular, the limitations set forth in Section 7.13) and (ii) to secure its guarantee of such Obligations by granting to Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective assets (to the extent set forth herein and in each other Credit Document), including a pledge of all of the Equity Interests of each of their respective directly owned Subsidiaries.

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

SECTION 1. DEFINITIONS AND INTERPRETATION

     1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

          “ACC” means Arizona Chemical Company, a Delaware corporation.

2

          “ACC Pledge Agreement” means the First Lien ACC Pledge Agreement to be executed by ACC to pledge the Equity Interests of Arizona Chemical Asia Limited — Hong Kong, a company organized under the laws of Hong Kong and Arizona Chemical S. De R.L. de C.V., a company organized under the laws of Mexico on the date hereof, as it may be amended, supplemented or otherwise modified from time to time.

          “Acquired Businesses” as defined in the recitals.

          “Acquisition” as defined in the recitals.

          “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) in the case of a Eurodollar Rate Loan denominated in Dollars, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (b) in the case of a Eurodollar Rate Loan denominated in Euro, the offered quotation which appears on the page of the Telerate Screen which displays an average rate of the Banking Federation of the European Union for the Euro (currently being page 248) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Euro, determined as of approximately 11:00 A.M. (London, England time) on such Interest Rate Determination Date, (c) in the event the rate referenced in the preceding clause (a) or (b) do not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays, in the case of a Eurodollar Rate Loan in Dollars, an average British Bankers’ Association Interest Settlement Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars or, in the case of a Eurodollar Rate Loan in Euro, the average rate of the Banking Federation of the European Union for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Euro, in each case, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (d) in the event the rates referenced in the preceding clauses (a), (b) and (c) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by or European interbank market by BANA for deposits (for delivery on the first day of the relevant Interest Period) in Dollars or Euro, as applicable, of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) (but only in the case of Eurodollar Loans denominated in Dollars) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

          “Administrative Agent” as defined in the preamble hereto.

3

          “Adverse Proceeding” means any action, suit, proceeding, (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

          “Affected Lender” as defined in Section 2.18(b).

          “Affected Loans” as defined in Section 2.18(b).

          “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

          “Agent” means each of Administrative Agent, Syndication Agent, Collateral Agent and Documentation Agent.

          “Agent Affiliates” as defined in Section 10.1(b).

          “Aggregate Amounts Due” as defined in Section 2.17.

          “Aggregate Payments” as defined in Section 7.2.

          “Agreement” means this First Lien Credit and Guaranty Agreement, dated as of February 28, 2007, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” mean (i) with respect to Revolving Loans that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the Fiscal Quarter ended September 30, 2007, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were in excess of 4.50:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

4

			Applicable Revolving
		Applicable Margin	Commitment Fee
Pricing Level	Leverage Ratio	for Revolving Loans	Percentage
1	³ 4.50:1.00	2.25%	0.50%
2	< 4.50:1.00
	³ 4.00:1.00	2.00%	0.50%
3	< 4.00:1.00
	³ 3.50:1.00	1.75%	0.375%
4	< 3.50:1.00	1.50%	0.375%

, (ii) with respect to Swing Line Loans and Revolving Loans that are Base Rate Loans, a percentage per annum equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum, (iii) with respect to U.S. Term Loans that are Eurodollar Rate Loans, 2.00% per annum, (iv) with respect to U.S. Term Loans that are Base Rate Loans, a percentage per annum equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (iii) above, minus (b) 1.00% per annum and (v) with respect to European Term Loans, 2.25% per annum.

     No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until one Business Day after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(c) calculating the Leverage Ratio. At any time Borrowers have not submitted to Administrative Agent the applicable information as and when required under Section 5.1(c), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Leverage Ratio were in excess of 4.50:1.00. Within one Business Day of receipt of the applicable information under Section 5.1(c), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date.

          “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator, excluding any such reservations compensated through any Mandatory Cost payable. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

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          “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the lenders by means of electronic communications pursuant to Section 10.1(b).

          “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than among U.S. Borrower and U.S. Guarantors or among Holdings, European Borrower and Non-U.S. Guarantors), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including, without limitation, the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), and (ii) sales, leases or licenses out of other assets for consideration of less than $2,500,000 in the aggregate during any Fiscal Year.

          “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

          “Assignment Effective Date” as defined in Section 10.6(b).

          “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), or such Person’s chief financial officer or treasurer; provided, that the term “Authorized Officer” when applied to a United Kingdom Person shall mean any individual holding the position of director.

          “BANA” as defined in the preamble hereto.

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “Base Rate Loan” means a Loan denominated in Dollars bearing interest at a rate determined by reference to the Base Rate.

          “Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

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          “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

          “Borrowers” as defined in the preamble hereto.

          “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans denominated in Dollars, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market and (iii) with respect to all notices, determinations, fundings and payments in connection with any Eurodollar Rate Loans denominated in Euro, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a TARGET Day and is not any day which is a legal holiday under the laws of Sweden or is a day on which banking institutions located in Sweden are authorized or required by law or other governmental action to close.

          “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

          “Cash” means money, currency or a credit balance in any Deposit Account.

          “Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued by any agency of the United States of America the obligations of which are backed by the full faith and credit of the United States of America, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances (or, in the case of Non-U.S. Credit Parties and their Non-U.S. Subsidiaries, the foreign equivalent) maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000 (or, in the case of Non-U.S. Credit Parties and their Non-U.S. Subsidiaries, any local office of any commercial bank organized under the law of the relevant jurisdiction or any political subdivision thereof which has combined capital and surplus and undivided profits in excess of the Non-U.S. Currency Equivalent of $100,000,000); and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than

7

$500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; provided, that, in the case of any Investment by Holdings and its Non-U.S. Subsidiary, “Cash Equivalents” shall also include: (x) direct obligations of the sovereign nation (or any agency thereof) in which Holdings or such Non-U.S. Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within a year after such date and having, at the time of the acquisition thereof, a rating equivalent to at least A-1 from S&P and at least P-1 from Moody’s, (y) investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (z) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

          “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

          “Change of Control” means, at any time, (i) Sponsor shall cease to beneficially own and control at least 51% on a fully diluted basis of the economic and voting interests in the Equity Interests of Holdings; (ii) Holdings shall cease to beneficially own and control directly or indirectly 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of Borrowers; or (iii) any “change of control” or similar event under the Second Lien Credit Agreement shall occur.

          “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having U.S. Term Loan Exposure, (b) Lenders having European Term Loan Exposure, (c) Lenders having Revolving Exposure (including Swing Line Lender) and (d) Lenders having New Term Loan Exposure of each applicable Series, and (ii) with respect to Loans, each of the following classes of Loans: (a) U.S. Term Loans, (b) European Term Loans, (c) Revolving Loans (including Swing Line Loans) and (d) each Series of the New Term Loans.

          “Closing Date” means the date on which the Term Loans are made.

          “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.

          “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for all or any part of the Obligations (subject to exceptions contained in the Collateral Documents) (provided that the intention of this Agreement and the Collateral Documents is to exclude from the term “Collateral” any property that is reasonably likely to cause a material deemed distribution pursuant to Section 956 of the Internal Revenue Code, and this Agreement and the Collateral Documents shall be interpreted in a manner that does not cause, or prevent the Credit Parties from taking actions that would avoid, such a material deemed distribution).

          “Collateral Agent” as defined in the preamble hereto.

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          “Collateral Documents” means the Pledge and Security Agreement, ACC Pledge Agreement, the Swedish Collateral Documents, the Dutch Collateral Documents, the Finnish Collateral Documents, the U.K. Collateral Documents, the Luxembourg Collateral Documents, the Intercreditor Agreement, the Mortgages, the Intellectual Property security agreements, the Landlord Personal Property Collateral Access Agreements, if any, the Control Agreements, if any, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for all or any part of the Obligations.

          “Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

          “Commitment” means any Revolving Commitment or Term Loan Commitment.

          “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

          “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs incurred and paid in the period (to the extent expensed) in an aggregate amount since the Closing Date not to exceed $22,000,000, (f) management fees paid or accruing in such period (to the extent not added back in a prior period) in an amount not to exceed $2,000,000 per Fiscal Year, (g) Cash severance payments in connection with plant closures (including partial plant closures) related to the Acquisition, (h) Cash stand alone costs incurred prior to the date that is eighteen months after the Closing Date associated with the transition of Holdings and its Subsidiaries to a stand alone basis including fees paid to the Seller for transition services, fees paid to third parties for one time transition and migration services, and other expenses which are one time in nature and specifically related to readying the business for stand alone operations in an aggregate amount not to exceed $10,000,000, (i) Cash expenses related to third party advisors for service provided regarding acquisitions or divestitures permitted hereunder, (j) Cash financing charges including fees, expenses, underwriting discounts, prepayment premiums, including amounts paid under this Agreement or in connection with the incurrence of any other Indebtedness permitted hereunder, (k) unusual and non-recurring Cash charges, (l) Cash expenses (excluding severance payments) in connection with closures and consolidation of plants (including partial plant closures) in an aggregate amount not to exceed $10,000,000 per Fiscal Year, (m) one-time third party professional costs paid in Cash in connection with plant efficiency projects in an aggregate amount not to exceed $6,000,000 and (n) other non-Cash charges reducing Consolidated Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period); provided that with respect to any

9

calculation period ending prior to the first anniversary of the Closing Date, Consolidated Adjusted EBITDA for the Fiscal Quarter ended December 31, 2006 shall be deemed to be $17,300,000.

          “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” reflected in the consolidated statement of cash flows of Holdings and its Subsidiaries but excluding (a) any such expenditure made (i) in accordance with the terms of this Agreement to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, and (ii) with the proceeds from the sale or other disposition or trade-in or exchange of assets to the extent utilized to purchase functionally equivalent assets and (b) solely for purposes of Section 6.7(c), any capital expenditures required in accordance with Environmental Laws.

          “Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

          “Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

          “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment (other than any changes in Consolidated Working Capital that result from the consummation of a Permitted Acquisition), minus (ii) the sum, without duplication, of the amounts for such period paid in cash from operating cash flow of (a) scheduled repayments of Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Consolidated Interest Expense, (d) repayments of Indebtedness pursuant to any Capital Leases, (e) Transaction Costs incurred and paid in the period (to the extent expensed) in an aggregate amount since the Closing Date not to exceed $22,000,000, (f) Restricted Junior Payments permitted pursuant to Sections 6.4(b) and (e), (g) management fees paid in such period (to the extent not added back in a prior period) in an amount not to exceed $2,000,000 per Fiscal Year, (h) all other Cash items that were added back in arriving at Consolidated Adjusted EBITDA for such period and (i) provisions for current taxes based on income of Holdings and its Subsidiaries and payable in cash with respect to such period.

          “Consolidated Interest Expense” means, for any period, total interest expense of Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness

10

of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amount not payable in Cash and any amounts referred to in Section 2.11(d) and the equivalent provision of the Second Lien Credit Agreement payable on or before the Closing Date.

          “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries, (c) the income of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

          “Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP minus up to $25,000,000 of unrestricted Cash and Cash Equivalents of any Credit Party.

          “Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

          “Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

          “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

          “Contributing Guarantors” as defined in Section 7.2.

          “Control Agreements” means each control agreement to be executed and delivered by the Collateral Agent for the benefit of the Secured Parties, the agent under the Second Lien Credit Agreement, a securities intermediary or depositary bank and the applicable Credit Party following the Closing Date and each control agreement to be executed and delivered

11

by Collateral Agent, a securities intermediary or depositary bank and the applicable Credit Party pursuant to the terms of the Pledge and Security Agreement with such modifications as Collateral Agent may reasonably request or approve.

          “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

          “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

          “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

          “Credit Date” means the date of a Credit Extension.

          “Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by either Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

          “Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

          “Credit Party” means, collectively, the Borrowers and the Guarantors.

          “Cure Amount” as defined in Section 6.8(e).

          “Cure Right” as defined in Section 6.8(e).

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

          “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

          “Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the

12

Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrowers and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrowers, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

          “Defaulted Loan” as defined in Section 2.22.

          “Defaulting Lender” as defined in Section 2.22.

          “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term Loans, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations, the cancellation or expiration of all Letters of Credit and the termination of the Commitments).

          “Documentation Agent” as defined in the preamble hereto.

          “Dollar Equivalent” means (i) with respect to an amount denominated in Euro on any date, the amount of Dollars that may be purchased with such amount of Euro at the Spot Exchange Rate on such date and (ii) with respect to an amount denominated in Dollars on any date, the amount thereof.

          “Dollars” and the sign “$” mean the lawful money of the United States of America.

          “Dutch Collateral Documents” means each of the following documents: the deed of pledge by Arizona Chemical AB of its shares in Arizona Chemical B.V. and any other document executed by the Dutch Credit Party and governed by the laws of the Netherlands pursuant to which such person has granted a Lien to secure any of the Obligations of the European Borrower, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

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          “Dutch Credit Party” means Arizona Chemical B.V., a company organized under the laws of the Netherlands and any other Subsidiary of Holdings organized under the laws of the Netherlands that becomes a party to a Credit Document after the Closing Date.

          “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for purposes of Section 10.6), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, no Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

          “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

          “Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

          “Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), laws (including, without limitation, common law and rules and regulations of the European Union), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

          “Equity Contribution” means the capital contribution in cash by the Sponsor and the other investors as of the Closing Date of at least $130,000,000 to the common Equity Interests of AZ Chem Investments Partners LP which shall be contributed to Holdings and then to the European Borrower in order to consummate the Acquisition.

          “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

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          “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary would reasonably be expected to be liable under the Internal Revenue Code or ERISA.

          “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan, in either case resulting in liability to Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which would reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, if there is any potential liability therefor; (viii) the occurrence of an act or omission which gives or would be reasonably expected to give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in

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connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; or (xii) any event with respect to any Non-U.S. Plan which is similar to any event described in any of subsections (i) through (xi) hereof.

          “Euro” and “€” means the single currency of the Participating Member States.

          “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

          “European Borrower” as defined in the preamble hereto.

          “European Term Loan” means a European Term Loan made by a Lender to European Borrower pursuant to Section 2.1(a)(ii).

          “European Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a European Term Loan and “European Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s European Term Loan Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the European Term Loan Commitments as of the Closing Date is €75,958,982.15.

          “European Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the European Term Loans of such Lender; provided, at any time prior to the making of the European Term Loans, the European Term Loan Exposure of any Lender shall be equal to such Lender’s European Term Loan Commitment.

          “European Term Loan Maturity Date” means the earlier of (i) the sixth anniversary of the Closing Date, and (ii) the date that all European Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

          “European Term Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Event of Default” means each of the conditions or events set forth in Section 8.1.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

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          “Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

          “Fair Share Contribution Amount” as defined in Section 7.2.

          “Fair Share” as defined in Section 7.2.

          “Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

          “Financial Performance Covenants” means the covenants of Holdings set forth in Section 6.7(a) and (b).

          “Financial Plan” as defined in Section 5.1(h).

          “Finnish Collateral Documents” means each of the following documents: (i) the pledge agreements by and between each of International Paper Finland Investment Company Oy, Arizona Chemical Oy and AZ Chem Finland Oy, respectively, and GSCP, as Collateral Agent, (ii) the share pledge agreement governing the pledge by the European Borrower of its shares in AZ Chem Finland Oy, (iii) the pledge agreements regarding intragroup loans by Arizona Chem Sweden Finance KB and AZ Chem Luxembourg Finance S.a.r.l. to AZ Chem Finland Oy, and (iv) any other document executed by the Finnish Credit Party and governed by the laws of Finland pursuant to which such person has granted a Lien to secure any of the Obligations of the European Borrower, as any of the foregoing may be amended, restated, supplemented, restated or otherwise modified from time to time.

          “Finnish Credit Party” means International Paper Finland Investment Company Oy, Arizona Chemical Oy, AZ Chem Finland Oy and any other Subsidiary of Holdings organized under the laws of the Finland that becomes a party to a Credit Document after the Closing Date.

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          “First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

          “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

          “Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.

          “Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

          “Funding Default” as defined in Section 2.22.

          “Funding Guarantors” as defined in Section 7.2.

          “Funding Notice” means a notice substantially in the form of Exhibit A-1.

          “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

          “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

          “Governmental Authority” means any foreign or domestic, federal, state, municipal, supranational, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States of America, the United States of America, or a foreign entity or government.

          “Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

          “Grantor” means a “Grantor” as defined in the Pledge and Security Agreement or a “Chargor” as defined in the U.K. Collateral Documents or other applicable Collateral Documents, or a “Pledgor” as defined in the Dutch Collateral Documents, the Swedish Collateral Documents, or any similar term defined in any other Collateral Document.

          “Group” as defined in Schedule 1.1A.

          “GSCP” as defined in the preamble.

          “Guaranteed Obligations” as defined in Section 7.1.

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          “Guarantor” means each U.S. Guarantor, each Non-U.S. Guarantor and the U.S. Borrower.

          “Guarantor Subsidiary” means each Guarantor other than Holdings and U.S. Holdings.

          “Guaranty” means the guaranty of each Guarantor set forth in Section 7.

          “Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

          “Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

          “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty and satisfactory to Administrative Agent.

          “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

          “Historical Financial Statements” means as of the Closing Date, (i) the audited combined balance sheet of the Arizona Chemical Division (as defined in such audited financial statements) as of December 31, 2005 and 2004 and the audited combined statements of income and cash flows of the Arizona Chemical Division (as defined in such audited financial statements) for each of the three (3) years ended December 31, 2005, 2004 and 2003, (ii) the unaudited combined balance sheet of the Arizona Chemical Division (as defined in the audited financial statements described in clause (i)) as of September 30, 2006 and the related statements of income and cash flows of the Arizona Chemical Division (as defined in the audited financial statements described in clause (i)) for the nine (9) month period ended September 30, 2006 and (iii) the unaudited financial statements of Arizona Chemical Division (as defined in the audited financial statements described in clause (i)) as at the most recently ended Fiscal Quarter and month, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date.

          “Holdings” as defined in the preamble hereto.

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          “Holdings Pledge Agreement (U.S.)” means the Pledge Agreement to be executed by Holdings to pledge the Equity Interests of U.S. Holdings on the date hereof, as it may be amended, supplemented or otherwise modified from time to time.

          “Holdings Pledge Agreement (France)” means the Financial Instruments Account Pledge Agreement to be executed by Holdings to pledge the Equity Interests of Arizona Chemical S.A.S. on the date hereof, as it may be amended, supplemented or otherwise modified from time to time.

          “Increased Amount Date” as defined in Section 2.24.

          “Increased-Cost Lenders” as defined in Section 2.23.

          “Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.7.

          “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation,

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study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee letter) delivered by any Agent or any Lender to Sponsor with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

          “Indemnitee” as defined in Section 10.3.

          “Installment” as defined in Section 2.12.

          “Intellectual Property” means (a) all inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all broadcast rights, (e) all mask works and all applications, registrations and renewals in connection therewith, (f) all know-how, trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice (including ideas, research and development, know-how, formulas, compositions and manufacturing and production process and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (g) all computer software (including data and related documentation), (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all licenses and agreements in connection therewith.

          “Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

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          “Intercompany Note” means a promissory note substantially in the form of Exhibit I evidencing Indebtedness owed among the Credit Parties and their Subsidiaries (or such other form reasonably satisfactory to the Collateral Agent).

          “Intercreditor Agreement” means an Intercreditor Agreement substantially in the form of Exhibit K, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended to (ii) Consolidated Interest Expense for such four-Fiscal Quarter period; provided that with respect to any calculation period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be calculated for the period from the Closing Date to such date of determination divided by the number of days in such period and multiplied by 365.

          “Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

          “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months or, if agreed to by all Lenders of a tranche, nine- or twelve-months, as selected by the applicable Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Interest Rate Determination Date” means, with respect to any Interest Period: (i) if the currency is Euro, the date that is two TARGET Days before the first day of that Interest

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Period and (ii) if the currency is Dollars, the date that is two Business Days prior to the first day of such Interest Period.

          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

          “Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than (x) in the case of any U.S. Credit Party, any other U.S. Credit Party and (y) in the case of any Non-U.S. Credit Party, any other Non-U.S. Credit Party); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than (x) in the case of any U.S. Credit Party, any other U.S. Credit Party and (y) in the case of any Non-U.S. Credit Party, any other Non-U.S. Credit Party), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Holdings or any of its Subsidiaries to any other Person (other than (x) in the case of any U.S. Credit Party, any other U.S. Credit Party and (y) in the case of any Non-U.S. Credit Party, any other Non-U.S. Credit Party), including all indebtedness and accounts receivable from such other Person that are not current assets or did not arise from sales to such other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

          “Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

          “Issuing Bank” means BANA, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

          “Joinder Agreement” means an agreement substantially in the form of Exhibit J.

          “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

          “Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance reasonably acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

          “Landlord Personal Property Collateral Access Agreement” means an agreement substantially in the form of Exhibit H with such amendments or modifications as may be approved by Collateral Agent, which approval shall not be unreasonably withheld.

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          “Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest (i) designated from time to time by Collateral Agent in its reasonable discretion as not being required to be included in the Collateral or (ii) that is not permitted by its terms to be mortgaged or pledged to the Collateral Agent.

          “Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

          “Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be) including, without limitation, each such Affiliate that appoints the Collateral Agent as its agent and agrees to be bound by the Credit Documents as a Secured Party, subject to Section 9.8(c).

          “Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

          “Letter of Credit Sublimit” means the lesser of (i) $15,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

          “Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of the applicable Borrower.

          “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

          “Licensed Intellectual Property” means any interest of any Credit Party as licensee or sublicensee under any license of Intellectual Property, other than any such interest that has been designated from time to time by Collateral Agent as not being required to be included in the Collateral.

          “Licensor Consent and Estoppel” means, with respect to any Licensed Intellectual Property, a letter, certificate or other instrument in writing from the licensor under the related license, pursuant to which the licensor consents to the granting of a Security Interest on such Licensed Property by the Credit Party, such Licensor Consent and Estoppel to be in form and substance acceptable to Collateral Agent.

          “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the

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foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

          “Loan” means a U.S. Term Loan, a European Term Loan, a Revolving Loan, a Swing Line Loan and a New Term Loan.

          “Local Time” means (a) with respect to a Loan or Letter of Credit denominated in, or delivery of, Dollars, or notice with respect to any Loan or Letter of Credit, New York City time and (b) with respect to the funding with respect to a Loan or Letter of Credit denominated in, or delivery of, Euro, Swedish time.

          “Luxembourg Collateral Documents” means each of the following documents: the Luxembourg share pledge over the shares that it holds in AZ Chem Luxembourg Finance S.à.r.l., pledge of receivables agreement and any other document executed by Holdings or any of its Subsidiaries and governed by the laws of Luxembourg pursuant to which such person has granted a Lien to secure any of the Obligations of the European Borrower, as any of the foregoing may be amended, restated, supplemented, restated or otherwise modified from time to time.

          “Management Investors” means the natural persons being the current or former members of management, officers and employees of Holdings and/or its Subsidiaries who have been, are or become investors in Holdings.

          “Mandatory Cost” means the percentage rate per annum calculated in accordance with Schedule 1.1B.

          “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

          “Material Adverse Effect” means (i) on the Closing Date, a “Material Adverse Effect” (as defined in the Stock Purchase Agreement) and (ii) thereafter, a material adverse effect on and/or material adverse developments with respect to (a) the business, operations, properties, assets or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole; (b) the ability of any Credit Party to fully and timely perform its Obligations; (c) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document.

          “Material Contract” means any contract or other arrangement to which Holdings or any of its Subsidiaries is a party (other than the Credit Documents and the Second Lien Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

          “Material Real Estate Asset” means (i) any fee-owned Real Estate Asset having a fair market value in excess of $2,000,000 as of the date of the acquisition thereof and (ii) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $750,000 per annum.

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          “Material Subsidiary” means any Subsidiary (a) for which the fair market value of its tangible assets is equal to or greater than 2% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis, or (b) which has Consolidated Adjusted EBITDA equal to or greater than 2% of the total Consolidated Adjusted EBITDA of Holdings and its Subsidiaries on a consolidated basis.

          “Moody’s” means Moody’s Investor Services, Inc.

          “Mortgage” means any mortgage, deed of trust of similar document granting a security interest to the Secured Parties in owned Real Property of a Credit Party in form and substance reasonably acceptable to Collateral Agent in its reasonable discretion, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Mortgaged Property” as defined in Section 5.11.

          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

          “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

          “Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Holdings and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

          “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by a Credit Party from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable or reasonably estimated to be payable within two years of such Asset Sale by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) any bona fide direct or indirect costs incurred by a Credit Party in connection with such Asset Sale, including commissions, fees and reserves for taxes paid or payable in connection with such Asset Sale, (d) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset) and (e) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by a Credit Party in connection with such Asset Sale or any other liabilities associated with the assets subject to such Asset Sale and retained by a Credit Party after such

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Asset Sale including without limitation pension and other post-employment benefit liabilities and environmental liabilities.

          “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by a Credit Party (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of a Credit Party by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by a Credit Party in connection with the adjustment or settlement of any claims of a Credit Party in respect thereof, (b) any bona fide direct costs incurred in connection with (i) any such casualty or condemnation or (ii) any sale of such assets as referred to in clause (i)(b) of this definition, in either case including income or gains taxes payable or reasonably estimated to be payable within two years as a result of any gain recognized in connection therewith, and (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the assets in question and that is repaid as a result of such casualty or condemnation.

          “New Term Loan Commitment” as defined in Section 2.24.

          “New Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

          “New Term Loan Lender” as defined in Section 2.24.

          “New Term Loan Maturity Date” means the date that New Term Loans of a Series shall become due and payable in full hereunder, as specified in the Joinder Agreement, including by acceleration or otherwise.

          “New Term Loans” as defined in Section 2.24.

          “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

          “Non-U.S. Credit Party” means any Credit Party, other than a U.S. Credit Party.

          “Non-U.S. Currency Equivalent” means, with respect to any amount denominated in Dollars, on any date, the amount of Euro that may be purchased with such amount of Dollars at the Spot Exchange Rate on such date.

          “Non-U.S. Guarantor” means, on the date of this Agreement, Holdings and each Non-U.S. Subsidiary of Holdings listed on the signature pages of this Agreement and, thereafter, each Non-U.S. Subsidiary of Holdings that signs a Counterpart Agreement or such other accession agreement to this Agreement as a Guarantor accepted and agreed by, and in form and substance reasonably satisfactory to, the Administrative Agent.

          “Non-U.S. Lender” as defined in Section 2.20(d).

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          “Non-U.S. Participant” means any participant that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes.

          “Non-U.S. Plan” means any employee benefit plan maintained by Holdings or any of its Subsidiaries that is mandated or governed by any law, rule or regulation of any Government Authority other than the United States of America, any State thereof or any other political subdivision thereof.

          “Non-U.S. Subsidiary” means each Subsidiary organized in any jurisdiction other than the United States.

          “Note” means a U.S. Term Note, a European Term Note, a Revolving Loan Note or a Swing Line Note.

          “Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

          “Obligations” means all obligations of every nature of each Credit Party under any Credit Document or Hedge Agreement from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any such obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise and up to $20,000,000 of obligations in respect of overdrafts, bank guarantees, commercial and purchase card obligations, treasury, depository or cash management services (including, without limitation, netting and pooling arrangements) or automated clearing house transfers of funds arrangements and related liabilities owed to the Administrative Agent, the Lenders or any of their Affiliates and ABN AMRO Bank N.V. or any of its Affiliates (provided that such obligations of ABN AMRO Bank N.V. or any of its Affiliates shall not be included in this definition to the extent such obligations exceed $4,000,000).

          “Obligations of the European Borrower” means all obligations of every nature of the European Borrower under any Credit Document or Hedge Agreement from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the European Borrower, would have accrued on any such obligation, whether or not a claim is allowed against the European Borrower for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise and up to $10,000,000 of obligations in respect of overdrafts, bank guarantees, commercial and purchase card obligations, treasury, depository or cash management services (including, without limitation, netting and pooling arrangements), or automated clearing house transfers of funds arrangements and related liabilities owed to the Administrative Agent, the Lenders or any of their Affiliates and ABN AMRO Bank N.V. or any of its Affiliates (provided

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that such obligations of ABN AMRO Bank N.V. or any of its Affiliates shall not be included in this definition to the extent such obligations exceed $4,000,000).

          “Obligations of the U.S. Borrower” means all obligations of every nature of the U.S. Borrower under any Credit Document or Hedge Agreement from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the U.S. Borrower, would have accrued on any such obligation, whether or not a claim is allowed against the U.S. Borrower for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise and up to $10,000,000 of obligations in respect of overdrafts, bank guarantees, commercial and purchase card obligations, treasury, depository or cash management services (including, without limitation, netting and pooling arrangements), or automated clearing house transfers of funds arrangements and related liabilities owed to the Administrative Agent, the Lenders or any of their Affiliates and ABN AMRO Bank N.V. or any of its Affiliates (provided that such obligations of ABN AMRO Bank N.V. or any of its Affiliates shall not be included in this definition to the extent such obligations exceed $4,000,000).

          “Obligee Guarantor” as defined in Section 7.7.

          “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, (v) with respect to any limited liability company incorporated in England and Wales, its certificate of incorporation, any certificate of incorporation or change of name, its articles of association and memorandum of association and (vi) with respect to any Non-U.S. Subsidiary, the equivalent thereof in its jurisdiction of incorporation or organization. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, including an official of a non-United States government, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.

          “Original Currency” as defined in Section 10.23(a).

          “Other Currency” as defined in Section 10.23(a).

          “Participating Member State” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Community relating to economic and monetary union.

          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

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          “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

          “Permitted Acquisition” means any acquisition by Borrowers or any of their respective wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person (including the acquisition by a Credit Party of all of the economic and voting Equity Interests of the Specified Target to the extent not owned by a Credit Party as of the Closing Date); provided,

          (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

          (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

          (iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrowers in connection with such acquisition shall be owned 100% by Borrowers or a Guarantor Subsidiary thereof, and Borrowers shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrowers, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

          (iv) Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.7(d));

          (v) Borrowers shall have delivered to Administrative Agent (A) at least 10 days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7 and (B) promptly upon request by Administrative Agent, in respect of any Permitted Acquisition involving consideration of more than $5,000,000, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) to the extent available, quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve month (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available;

          (vi) any Person or assets or division as acquired in accordance herewith (y) shall be in same or similar business or lines of business in which Borrowers and/or their respective Subsidiaries are engaged as of the Closing Date and (z) shall have

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generated positive cash flow (calculated on a pro forma basis in a manner consistent with Section 6.7(d)) for the four Fiscal Quarter period most recently ended prior to the date of such acquisition; and

          (vii) the sum of the aggregate unused portion of the Revolving Commitments at such time (after giving effect to the consummation of the respective Permitted Acquisition and any financing thereof) plus the aggregate amount of Cash and Cash Equivalents of Borrowers and their respective Subsidiaries at such time shall equal or exceed $10,000,000.

          “Permitted Indebtedness” as defined in Section 6.1.

          “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

          “Permitted Subordinated Debt” as defined in Section 6.1(d).

          “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

          “Platform” as defined in Section 5.1(n).

          “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by U.S. Borrower and each U.S. Guarantor, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

          “Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrowers, Administrative Agent and each Lender.

          “Projections” as defined in Section 4.8.

          “Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the U.S. Term Loan of any Lender, the percentage obtained by dividing (a) the U.S. Term Loan Exposure of that Lender by (b) the aggregate U.S. Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the European Term Loan of any Lender, the percentage obtained by dividing (a) the European Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate European Term

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Loan Exposure of all Lenders; (iii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iv) with respect to all payments, computations, and other matters relating to New Term Loan Commitment or New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the U.S. Term Loan Exposure, the European Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate U.S. Term Loan Exposure, the aggregate European Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Lenders.

          “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

          “Record Document” means, (A) with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent and (B) Licensed Intellectual Property, (i) the license evidencing such Intellectual Property or a memorandum thereof, executed and acknowledged by the licensor of the affected Intellectual Property, or (ii) if such Licensed Intellectual Property was acquired or licensed from the holder of licensed rights or interests in the Intellectual Property, the applicable assignment or license document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon filing or recordation in the U.S. Patent and Trademark Office, U.S. Copyright Office, or any foreign equivalent place of filing, of the transfer of such holder’s rights or interests and otherwise in form reasonably satisfactory to Collateral Agent

          “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

          “Recorded License Interest” means Licensed Intellectual Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Licensed Intellectual Property to bona fide purchasers, mortgagees, transferees and licensees of the affected intellectual property.

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          “Reference Banks” means, the principal office of BANA or such other banks as may be appointed by the Administrative Agent in consultation with Borrowers.

          “Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

          “Register” as defined in Section 2.7(b).

          “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

          “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

          “Reimbursement Date” as defined in Section 2.4(d).

          “Related Agreements” means, collectively, the Stock Purchase Agreement, the Second Lien Credit Agreement, the Stockholders Agreement and the documents in connection with the Permitted Subordinated Debt (if any).

          “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

          “Replacement Lender” as defined in Section 2.23.

          “Required Prepayment Date” as defined in Section 2.15(c).

          “Requisite Lenders” means one or more Lenders having or holding U.S. Term Loan Exposure, European Term Loan Exposure, New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate U.S. Term Loan Exposure of all Lenders, (ii) the aggregate European Term Loan Exposure of all Lenders, (iii) the aggregate Revolving Exposure of all Lenders, and (iv) the aggregate New Term Loan Exposure of all Lenders.

          “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or Borrowers now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings or Borrowers now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of

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stock of Holdings or Borrowers now or hereafter outstanding; (iv) management or similar fees payable to Sponsor or any of its Affiliates and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Indebtedness under the Second Lien Credit Agreement and the Permitted Subordinated Debt.

          “Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-3 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $60,000,000.

          “Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

          “Revolving Commitment Termination Date” means the earliest to occur of (i) February 28, 2007, if the Term Loans are not made on or before that date; (ii) the fifth anniversary of the Closing Date, (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

          “Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

          “Revolving Loan” means a Loan made by a Lender to either Borrower pursuant to Section 2.2(a).

          “Revolving Loan Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

          “Second Lien Credit Agreement” means the Second Lien Credit and Guaranty Agreement dated as of the Closing Date among U.S. Borrower, GSCP, as lead arranger, bookrunner, and syndication agent, CapitalSource Finance LLC, as administrative agent and collateral agent and certain subsidiaries of U.S. Borrower as guarantors and the other agents and

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lenders party thereto, as it may be amended, modified, renewed, refunded, replaced or refinanced from time to time pursuant to Section 6.15.

          “Second Lien Credit Document” means any of the Second Lien Credit Agreement, the notes, if any, the collateral documents related thereto and all other documents, instruments or agreements executed and delivered in connection therewith.

          “Second Lien Term Loans” means the Second Lien Term Loans made under the Second Lien Credit Agreement.

          “Secured Parties” means (i) the Agents, the Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full and (ii) ABN AMRO Bank N.V. or any of its Affiliates.

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

          “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

          “Seller” as defined in the recitals.

          “Series” as defined in Section 2.24.

          “Solvency Certificate” means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit F-2.

          “Solvent” means, with respect to any Credit Party, that as of the date of determination, (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); (ii) to the extent different from the standard set forth in clause (i), such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances; and (iii) in the case of any U.K. Credit Party only, a Credit Party that is not “unable to pay its debts” within the meaning of Section 123 of the Insolvency Act 1986 of England Wales (as amended by the Enterprise Act 2002 of England and Wales) on the basis that the words “proved to the satisfaction of the court” are deemed omitted from sections 123(1)(e)

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and 123(2) of that Act). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “Specified Target” means the Joint Venture of the Credit Parties existing on the Closing Date.

          “Sponsor” means Rhône Capital III L.P. and its Affiliates.

          “Stockholders Agreement” means the partnership agreement dated as of the Closing Date by and among AZ Chem Investments Partners LP and the stockholders named therein, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions of Section 6.14 hereof.

          “Stock Purchase Agreement” as defined in the recitals.

          “Subject Transaction” as defined in Section 6.7(d).

          “Spot Exchange Rate” means, at any date of determination thereof, the spot rate of exchange in London that appears on the display page applicable to the relevant currency on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the spot rate of exchange in London for the conversion of Dollars into Euro or Euro into Dollars); provided that if there shall at any time no longer exist such a page on such service, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by the Administrative Agent and reasonably acceptable to Borrowers.

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares, stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

          “Swedish Collateral Documents” means each of the following documents: the Holdings Pledge Agreement (U.S.), Holdings Pledge Agreement (France), the share pledge agreements whereby Holdings pledges its shares in the European Borrower to the Collateral Agent, the business mortgage granted by Arizona Chemical AB, the real estate mortgage granted by Arizona Chemical AB, the pledge agreement regarding the EUR 25,000 intra-group loan agreement between the European Borrower and Arizona Chem Sweden Finance AB, the pledge agreement regarding the EUR 51,632,391.67 intra-group loan agreement between AZ Chem Luxembourg Finance S.a.r.l. and Arizona Chem Sweden Finance KB, the share pledge

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agreements of the European Borrower by which its shares in each of International Paper Sweden Investment Company AB and Arizona Chem Sweden Finance AB were pledged to the Collateral Agent, the pledge agreement by AZ Chem Luxembourg Finance S.a.r.l and the European Borrower by which their participation rights in Arizona Chem Sweden Finance KB were pledged to the Collateral Agent and any other document executed by Holdings or any of its Subsidiaries and governed by the laws of Sweden pursuant to which such person has granted a Lien to secure any of the Obligations of the European Borrower, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

          “Swedish Credit Party” means Holdings, the European Borrower, Proserpina 1074 AB (under change of name to Arizona Chem Sweden Finance AB); Skålguldet 219 KB (under change of name to Arizona Chem Sweden Finance KB); International Paper Sweden Investment Company AB; Arizona Chemical AB and any other Subsidiary of Holdings organized under the laws of Sweden that becomes a party to a Credit Document after the Closing Date.

          “Swing Line Lender” means BANA in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

          “Swing Line Loan” means a Loan made by Swing Line Lender to U.S. Borrower pursuant to Section 2.3.

          “Swing Line Note” means a promissory note in the form of Exhibit B-4, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Swing Line Sublimit” means the lesser of (i) $5,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

          “Syndication Agent” as defined in the preamble hereto.

          “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for settlement of payments in Euro.

          “Tax” means any present or future stamp, documentary, value added or other tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to (a) a tax imposed by the jurisdiction in which that Person is organized or incorporated or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office) other than a jurisdiction in which it is subject to tax solely as a result of such Person having executed, delivered or performed its obligations or received a payment under or enforced, any of the Credit Documents or (b) any branch profits tax imposed by the jurisdictions listed in clause (a).

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          “Term Loan” means a U.S. Term Loan, a European Term Loan and a New Term Loan.

          “Term Loan Commitment” means the U.S. Term Loan Commitment, the European Term Loan Commitment or the New Term Loan Commitment of a Lender, and “Term Loan Commitments” means such commitments of all Lenders.

          “Term Loan Maturity Date” means the U.S. Term Loan Maturity Date, the European Term Loan Maturity Date and the New Term Loan Maturity Date of any Series of New Term Loans.

          “Terminated Lender” as defined in Section 2.23.

          “Title Policy” as defined in Section 5.11.

          “Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

          “Transaction Costs” means the fees, costs and expenses payable by Holdings, Borrowers or any of their respective Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

          “Transactions” means the Acquisition, the Equity Contribution, the entering into and funding of the U.S. Term Loans, the European Term Loans and the Revolving Loans and the entering into and funding of the Second Lien Term Loans.

          “Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

          “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          “U.K. Collateral Documents” means (i) the share charge by the European Borrower over the shares it holds in AZ Chem UK Limited to be entered into on the Closing Date and (ii) the UK Debenture and the other UK Share Charges and any other document to be executed by, or in relation to, U.K. Credit Parties after the Closing Date and governed by the laws of England and Wales pursuant to which such person has granted a Lien to secure any of the Obligations of the European Borrower, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

          “U.K. Credit Parties” means any Subsidiary of Holdings incorporated under the laws of England and Wales that becomes a party to a Credit Document after the Closing Date.

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          “U.K. Debenture” means the English law debenture to be entered into by each U.K. Credit Party in favor of the Collateral Agent.

          “U.K. Share Charges” means the following English law share charges:

(a)	the share charge by the European Borrower over the shares that it holds in AZ Chem UK Limited;
(b)	the share charge by AZ Chem UK Limited over the shares that it holds in Union Camp Chemicals Limited; and
(c)	the share charge by Union Camp Chemicals Limited over the shares that it holds in Union Camp Chemicals (Pension Trustees) Limited;

          in each case, in favor of the Collateral Agent.

          “U.S. Borrower” as defined in the preamble hereto.

          “U.S. Credit Party” means U.S. Borrower and each U.S. Guarantor.

          “U.S. Guarantor” means, on the date of this Agreement, each U.S. Subsidiary of U.S. Borrower listed on the signature pages of this Agreement and, thereafter, each U.S. Subsidiary of U.S. Borrower that signs a Counterpart Agreement or such other accession agreement to this Agreement as a U.S. Guarantor accepted and agreed by, and in form and substance reasonably satisfactory to, the Administrative Agent.

          “U.S. Holdings” means AZ Chem US Holdings Inc., a Delaware corporation.

          “U.S. Lender” as defined in Section 2.20(d).

          “U.S. Subsidiary” means each Subsidiary organized under the laws of the United States.

          “U.S. Term Loan” means a U.S. Term Loan made by a Lender to U.S. Borrower pursuant to Section 2.1(a)(i).

          “U.S. Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a U.S. Term Loan and “U.S. Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s U.S. Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Term Loan Commitments as of the Closing Date is $150,000,000.

          “U.S. Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the U.S. Term Loans of such Lender; provided, at any time prior to the making of the U.S. Term Loans, the U.S. Term Loan Exposure of any Lender shall be equal to such Lender’s U.S. Term Loan Commitment.

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          “U.S. Term Loan Maturity Date” means the earlier of (i) the sixth anniversary of the Closing Date, and (ii) the date that all U.S. Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

          “U.S. Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Waivable Mandatory Prepayment” as defined in Section 2.15(c).

     1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements; provided, however, if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in Section 2.14 or Section 6 or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if Administrative Agent notifies the Borrowers that the Requisite Lenders wish to amend Section 2.14, Section 6 or any related definition for such purpose), then (i) the Borrowers and Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such covenant and (ii) the Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective until such covenant is amended in a manner satisfactory to the Borrowers and Requisite Lenders.

     1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

SECTION 2. LOANS AND LETTERS OF CREDIT

     2.1. Term Loans.

          (a) Loan Commitments. Subject to the terms and conditions hereof,

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          (i) each Lender with a U.S. Term Loan Commitment severally agrees to make, on the Closing Date, a U.S. Term Loan to U.S. Borrower in Dollars in an amount equal to such Lender’s U.S. Term Loan Commitment; and

          (ii) each Lender with a European Term Loan Commitment severally agrees to make, on the Closing Date, a European Term Loan to European Borrower in Euro in an amount equal to such Lender’s European Term Loan Commitment.

U.S. Borrower may make only one borrowing under the U.S. Term Loan Commitment and European Borrower may make only one borrowing under the European Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the U.S. Term Loans and the European Term Loans shall be paid in full no later than the U.S. Term Loan Maturity Date and the European Term Loan Maturity Date, respectively. Each Lender’s U.S. Term Loan Commitment and European Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s U.S. Term Loan Commitment and European Term Loan Commitment on such date.

          (b) Borrowing Mechanics for Term Loans.

          (i) U.S. Borrower and European Borrower shall each deliver to Administrative Agent a fully executed Funding Notice no later than two days prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

          (ii) Each Lender shall make its U.S. Term Loan and/or European Term Loan, as the case may be, available to Administrative Agent not later than 12:00 p.m. (Local Time) on the Closing Date, by wire transfer of same day funds in Dollars or Euro, as applicable, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of (a) the U.S. Term Loans available to U.S. Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of the U.S. Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by the U.S. Borrower and (b) European Term Loans available to European Borrower on the Closing Date by causing an amount of same day funds in Euro equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of European Borrower at the Administrative Agent’s Principal Office or to such other account as may be designated in writing to the Administrative Agent by European Borrower.

     2.2. Revolving Loans.

          (a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving

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Loans to Borrowers in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period; provided further that any Loans borrowed by the European Borrower shall be Eurodollar Rate Loans. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Revolving Loans.

          (i) Except pursuant to 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

          (ii) Whenever a Borrower desires that Lenders make Revolving Loans, such Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (Local Time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the requesting Borrower shall be bound to make a borrowing in accordance therewith.

          (iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (Local Time)) not later than 2:00 p.m. (Local Time) on the same day as Administrative Agent’s receipt of such Notice from the requesting Borrower.

          (iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (Local Time) on the applicable Credit Date by wire transfer of same day funds in Dollars or Euro, as applicable, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to the requesting Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars or Euro, as applicable, equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of the requesting Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by the requesting Borrower.

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     2.3. Swing Line Loans.

          (a) Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to U.S. Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Swing Line Loans.

          (i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

          (ii) Whenever U.S. Borrower desires that Swing Line Lender make a Swing Line Loan, U.S. Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m. (Local Time) on the proposed Credit Date.

          (iii) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (Local Time) on the applicable Credit Date by wire transfer of same day funds in Dollars at Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to U.S. Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of the U.S. Borrower at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by the U.S. Borrower.

          (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the U.S. Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to the U.S. Borrower), no later than 11:00 a.m. (Local Time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the U.S. Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the U.S. Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to the U.S. Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day

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such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to the U.S. Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to the U.S. Borrower and shall be due under the Revolving Loan Note issued by the U.S. Borrower to Swing Line Lender. The U.S. Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge the U.S. Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of a Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

          (v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

          (vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the

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occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and U.S. Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

     2.4. Issuance of Letters of Credit and Purchase of Participations Therein.

          (a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of either Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars or Euro, as applicable; (ii) the stated amount of each Letter of Credit shall not be less than $5,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

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          (b) Notice of Issuance. Whenever a Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (Local Time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).

          (c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the requesting Borrower and Issuing Bank, such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to either Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), each Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

          (d) Reimbursement by Borrowers of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it

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shall immediately notify the applicable Borrower and Administrative Agent, and the applicable Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in the currency in which such Letter of Credit is denominated and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless the applicable Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (Local Time) on the date such drawing is honored that such Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, such Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in the amount and in the currency equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, such Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrowers shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

          (e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the applicable Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its respective participation, in Dollars or Euro, as applicable, and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (Local Time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from

47

Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from the applicable Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

          (f) Obligations Absolute. The obligation of each Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it to such Borrower and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which either Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against either Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between either Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

          (g) Indemnification. Without duplication of any obligation of Borrowers under Section 10.2 or 10.3, in addition to amounts payable as provided herein, each Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank to such Borrower, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

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     2.5. Pro Rata Shares; Availability of Funds.

          (a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrowers a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrowers and the applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder.

     2.6. Use of Proceeds. The proceeds of the Term Loans and up to $2,500,000 of the Revolving Loans (or an equivalent amount in Euros) made on the Closing Date shall be applied by Borrowers (i) to finance, in part, the Acquisition, (ii) to pay fees and expenses incurred in connection with the Transactions, and (iii) to provide ongoing working capital and for other general corporate purposes of Borrowers and their Subsidiaries. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Borrowers for working capital, capital expenditures and general corporate purposes of Holdings and its Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of any Credit Extension shall be used in any manner that causes such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

     2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of each Borrower to such Lender,

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including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on such Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or such Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by Borrowers or any Lender (solely with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on each Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or any Borrower’s Obligations in respect of any Loan. Each Borrower hereby designates GSCP to serve as such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and each Borrower hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

          (c) Notes. If so requested by any Lender by written notice to Borrowers (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, each Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after such Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s U.S. Term Loan, European Term Loan, New Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

     2.8. Interest on Loans.

     (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) in the case of Revolving Loans:

          (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

          (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

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(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin;

(iii) in the case of U.S. Term Loans:

          (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

          (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and

(iv) in the case of European Term Loans, at the Adjusted Eurodollar Rate plus Mandatory Costs (if any) plus the Applicable Margin.

          (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by the applicable Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan if such Loan is denominated in Dollars or a Eurodollar Rate Loan with an Interest Period of one month if such Loan is denominated in Euro.

          (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. With respect to the U.S. Term Loans and Revolving Loans borrowed by the U.S. Borrower, in the event the U.S. Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event either Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (Local Time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrowers and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or,

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with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

          (e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Loans, shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

          (f) Each Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit issued on behalf of such Borrower, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of such Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans in the case of Letters of Credit denominated in Dollars, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

          (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by the applicable Borrower.

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     2.9. Conversion/Continuation.

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing:

          (i) The U.S. Borrower shall have the option to convert at any time all or any part of any U.S. Term Loan or Revolving Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the applicable Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

          (ii) The Borrowers shall have the option upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of each applicable amount as a Eurodollar Rate Loan in excess of that amount as a Eurodollar Rate Loan.

          (b) The applicable Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (Local Time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan); provided, that, European Term Loans may only be continued as Eurodollar Rate Loans. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to (solely with respect to U.S. Term Loans), or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith.

     2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), all payments of principal then overdue and, to the extent permitted by applicable law, any interest payments on the Loans then overdue or any fees or other amounts owed hereunder then overdue, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest, to the extent of amounts then overdue, payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

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     2.11. Fees.

          (a) Each applicable Borrower agrees to pay to Lenders having Revolving Exposure with respect to the Loans borrowed by, and Letters of Credit issued to, such Borrower:

          (i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments and (b) the aggregate principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and

          (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

          (b) Each applicable Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees with respect to Letters of Credit issued to such Borrower:

          (i) a fronting fee equal to 0.125%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

          (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

          (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

          (d) In addition to any of the foregoing fees, each Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

     2.12. Scheduled Payments. The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the four quarterly scheduled Interest Payment Dates applicable to Term Loans, commencing:

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	U.S. Term Loan		European Term Loan
Amortization Date	Installments		Installments
June 30, 2007	$	375,000.00	€	189,897.46
September 30, 2007	$	375,000.00	€	189,897.46
December 31, 2007	$	375,000.00	€	189,897.46
March 31, 2008	$	375,000.00	€	189,897.46
June 30, 2008	$	375,000.00	€	189,897.46
September 30, 2008	$	375,000.00	€	189,897.46
December 31, 2008	$	375,000.00	€	189,897.46
March 31, 2009	$	375,000.00	€	189,897.46
June 30, 2009	$	375,000.00	€	189,897.46
September 30, 2009	$	375,000.00	€	189,897.46
December 31, 2009	$	375,000.00	€	189,897.46
March 31, 2010	$	375,000.00	€	189,897.46
June 30, 2010	$	375,000.00	€	189,897.46
September 30, 2010	$	375,000.00	€	189,897.46
December 31, 2010	$	375,000.00	€	189,897.46
March 31, 2011	$	375,000.00	€	189,897.46
June 30, 2011	$	375,000.00	€	189,897.46
September 30, 2011	$	375,000.00	€	189,897.46
December 31, 2011	$	375,000.00	€	189,897.46
March 31, 2012	$	375,000.00	€	189,897.46
June 30, 2012	$	375,000.00	€	189,897.46
September 30, 2012	$	375,000.00	€	189,897.46
December 31, 2012	$	375,000.00	€	189,897.46
March 31, 2013	$	375,000.00	€	189,897.46
June 30, 2013	$	375,000.00	€	189,897.46
September 30, 2013	$	375,000.00	€	189,897.46
December 31, 2013	$	375,000.00	€	189,897.46
Term Loan Maturity Date	$	139,875,000.00	€	70,831,750.73

provided, in the event any New Term Loans are made, such New Term Loans shall be repaid on each Installment Date occurring on or after the Increased Amount Date in an amount equal to (i) the aggregate principal amount of New Term Loans of the applicable Series of New Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the amount of all other Term Loans

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being repaid on the Installment Date and (z) the total aggregate principal amount of all other Term Loans outstanding on the Increased Amount Date.

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the U.S. Term Loans or the European Term Loans, as the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the U.S. Term Loans and the European Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the U.S. Term Loan Maturity Date and the European Term Loan Maturity Date, respectively.

     2.13. Voluntary Prepayments/Commitment Reductions.

          (a) Voluntary Prepayments.

(i) Any time and from time to time:

               (1) with respect to Base Rate Loans, each Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount;

               (2) with respect to Eurodollar Rate Loans denominated in Dollars, each Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount;

               (3) with respect to Eurodollar Rate Loans denominated in Euro, each Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of €1,000,000 and integral multiples of €500,000 in excess of that amount; and

               (4) with respect to Swing Line Loans, each Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

               (1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans;

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               (2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

               (3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 12:00 p.m. (Local Time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

     (b) Voluntary Commitment Reductions.

          (i) Each Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

          (ii) Such Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

     2.14. Mandatory Prepayments.

          (a) Asset Sales. No later than the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall have the option, directly or through one or more of their respective Subsidiaries, to invest all or any portion of such Net Asset Sale Proceeds within 365 days of receipt thereof (or within fifteen months of receipt if a binding agreement to reinvest is entered into within two hundred seventy days of receipt) in long-term productive or other capital assets of the general type used in the business of Holdings and its Subsidiaries; provided further,

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pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

          (b) Insurance/Condemnation Proceeds. No later than the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within 365 days of receipt thereof (or within fifteen months of receipt if a binding agreement to reinvest is entered into within two hundred seventy days of receipt) in long term productive or other capital assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

          (c) Issuance of Equity Securities. No later than the first Business Day following the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.r.l or Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.r.l or Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances to the Sponsor), Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) recently shall be 3.50:1.00 or less, Borrowers shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such net proceeds.

          (d) Issuance of Debt. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other out-of-pocket costs and expenses associated therewith, including legal auditing and accounting fees and expenses.

          (e) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007), Borrowers shall, no later than one hundred ten days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) and Second Lien

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Term Loans; provided, that during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio) shall be 3.50:1.00 or less, Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) and Second Lien Term Loans.

          (f) Revolving Loans and Swing Loans. Borrowers shall from time to time prepay first, the Swing Line Loans (with respect to U.S. Borrower), and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

          (g) Limitations on Prepayments. Mandatory prepayments required in respect of any Non-U.S. Subsidiary shall not be required to be used to prepay the Loans of the U.S. Borrower and shall only be required to prepay the Loans of the European Borrower, provided however that in the event that the Loans of the European Borrower have been paid in full and the prepayment obligation under Sections 2.14(a), (b), (c), (d) and (e) imposed on any Non-U.S. Subsidiary is not completely satisfied, the U.S. Borrower shall be required to prepay the Loans of the U.S. Borrower in an amount equal to the mandatory prepayment amount that remains with respect to such Non-U.S. Subsidiary.

          (h) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrowers shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrowers shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrowers shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrowers shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

     2.15. Application of Prepayments.

          (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided, in the event such Borrower fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

               first, with respect to U.S. Borrower, to repay outstanding Swing Line Loans to the full extent thereof;

               second, to repay outstanding Revolving Loans, to the full extent thereof; and

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               third, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied on a pro rata basis to reduce the scheduled remaining Installments of principal of the Term Loans.

          (b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied as follows:

               first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of each Term Loan;

               second, with respect to U.S. Borrower, to prepay the Swing Line Loans to the full extent thereof (without any reduction in the Revolving Commitments);

               third, to prepay the Revolving Loans to the full extent thereof (without a corresponding reduction of Revolving Commitments);

               fourth, to prepay outstanding reimbursement obligations with respect to Letters of Credit; and

               fifth, to cash collateralize Letters of Credit.

          (c) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any U.S. Term Loans are outstanding, in the event Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which Borrowers are required to make such Waivable Mandatory Prepayment, Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrowers and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrowers and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrowers shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.15(b)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to prepay the U.S. Term Loans (which prepayment shall be further applied to the scheduled installments of principal of the U.S. Term Loans in accordance with Section 2.15(b)).

          (d) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof

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shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrowers pursuant to Section 2.18(c).

     2.16. General Provisions Regarding Payments.

          (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in Dollars or Euro, applicable, in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (Local Time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrowers on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

          (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

          (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

          (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

          (f) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 12:00 p.m. (Local Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any

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principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

          (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1,

          (i) all payments or proceeds received by Agents hereunder in respect of any of the Obligations of the U.S. Borrower (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied, subject to the Intercreditor Agreement, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the U.S. Borrower in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations of the U.S. Borrower for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; and

          (ii) all payments or proceeds received by Agents hereunder in respect of any of the Obligations of the European Borrower (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the European Borrower in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid

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or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations of the European Borrower for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

     2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest; provided, further, that any proportionately greater amounts received on account of Loans to European Borrower shall be applied to purchase participations in loans to European Borrower. Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

     2.18. Making or Maintaining Eurodollar Rate Loans.

          (a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans (other than those where the interest rate can be determined in

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accordance with clause (c) or (d) of the definition of Adjusted Eurodollar Rate) until such time as Administrative Agent notifies Borrowers and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by such Borrower.

          (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrowers and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrowers and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, (4) the Affected Loans in Dollars shall automatically convert into Base Rate Loans on the date of such termination and (5) the interest rate on the Affected Loans in Euro shall be determined in accordance with clauses (c) or (d) of the definition of Adjusted Eurodollar Rate. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

          (c) Compensation for Breakage or Non-Commencement of Interest Periods. Each Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to

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make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower.

          (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

     2.19. Increased Costs; Capital Adequacy.

          (a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto), or compliance by such Lender with any guideline, request or directive issued or made after the date hereof (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other

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amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market or the European interbank market; and the result of any of the foregoing is to increase the actual cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount actually received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

          (b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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          Notwithstanding the foregoing, the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     2.20. Taxes; Withholding, etc.

          (a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by any Governmental Authority or any political subdivision or taxing authority thereof or therein.

          (b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) the applicable Borrower shall notify, or cause to be notified, Administrative Agent of any such requirement or any change in any such requirement as soon as Borrowers become aware of it; (ii) the applicable Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of such deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after payment of such sum, and within thirty days after the due date of payment of any Tax the applicable Borrower shall deliver, or cause to be delivered, to Administrative Agent the original or certified copy of and receipt evidencing such payment; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, however, that a Lender shall be entitled to receive additional amounts under clause (iii) above to the extent such Lender’s assignor was entitled to receive additional amounts.

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          (c) Payment of Other Taxes. In addition, Borrowers shall pay or cause to be paid any and all present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

          (d) Evidence of Exemption From U.S. Withholding Tax. Each Lender making a loan to U.S. Borrower that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “Non-U.S. Lender”) shall deliver to Administrative Agent for transmission to U.S. Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times upon request of U.S. Borrower or Administrative Agent as may be necessary in the determination of U.S. Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by U.S. Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN and/or W-8IMY (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by U.S. Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Lender making a Loan to U.S. Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to U.S. Borrower and Administrative Agent on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times, upon request of U.S. Borrower or Administrative Agent, as may be necessary in the determination of U.S. Borrower and Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-U.S. Lender shall not be required to deliver any form or statement pursuant to this Section 2.20(d) that such Non-U.S. Lender is not legally able to deliver. Each Lender required to deliver any forms, certificates or other evidence with respect to United States

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federal income tax withholding matters pursuant to this Section 2.20(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to U.S. Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY or W-9, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8IMY (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by U.S. Borrower to confirm or establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and U.S. Borrower of its inability to deliver any such forms, certificates or other evidence. Borrowers shall not be required to pay any additional amount to any Non-U.S. Lender under Section 2.20(b)(iii), unless such additional amounts are imposed as a result of the Lender becoming a Replacement Lender under Section 2.23, or designating a new lending office under Section 2.21, at the request of the Borrower, if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in this Section 2.20(d), or (2) to notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first and second sentences of this Section 2.20(d) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(d) shall relieve U.S. Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

          (e) Evidence of Exemption from U.S. Backup Withholding Tax. Each Lender shall unless it is subject to the requirements to deliver forms pursuant to Section 2.20(d) above, deliver to the Administrative Agent, on the Closing Date (or, if later, on or prior to the date such Lender becomes a party hereto) and from time to time thereafter, upon the request of the Administrative Agent or on or prior to the expiration of the previously delivered form, two original copies of either Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY or W-9 (with required attachments), as may be applicable, in each case properly completed and executed, as will permit such payments to be made without any United States backup withholding tax.

          (f) Evidence of Exemption from Non-U.S. Withholding Tax. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which any Borrower is subject to tax, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver, within a reasonable period of time, to the relevant Borrower (with a copy to the Collateral Agent), as reasonably requested by such Borrower, such properly completed and executed documentation prescribed by applicable law (including, if relevant, a certificate of residence)

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as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation.

          (g) Borrowers Indemnification for Failure to Pay Required Taxes, etc. If Borrowers fail to pay (or cause to be paid) any Taxes pursuant to Section 2.20(b)(ii) or (c) when due to the appropriate tax authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, Borrowers shall jointly and severally indemnify the Administrative Agent and the Lenders (which term shall include Issuing Bank and Collateral Agents for purposes of this Section 2.20(g)) for the full amount of such Taxes paid by Administrative Agent or any Lender and any incremental Taxes that may become payable by the Administrative Agent or any Lender as a result of any such failure. Payment under this indemnification must be made within fifteen days from the date any Administrative Agent or any Lender or any of their respective Affiliates makes written demand therefore accompanied by appropriate evidence of the Tax and its payment.

          (h) Treatment of Certain Refunds. So long as no Default or Event of Default has occurred and is continuing, if the Administrative Agent or a Lender (which term shall include the Issuing Bank and Collateral Agent for purposes of this Section 2.20(h)) determines, in its sole discretion, that it has received a refund of any Taxes or other taxes (as described in Section 2.20(d)) as to which it has been indemnified by a Credit Party or with respect to which the Credit Party has paid additional amounts pursuant to this Section, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section with respect to the Taxes or other taxes (as described in Section 2.20(d)) giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Credit Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

     2.21. Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as

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determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless the applicable Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrowers pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

     2.22. Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if the applicable Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if the applicable Borrower so direct at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by each Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which each Borrower may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

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     2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrowers that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrowers’ request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrowers’ request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrowers may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrowers shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Borrowers may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

     2.24. Incremental Facilities. Borrowers may by written notice to Administrative Agent elect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments”) by an amount not in excess of $75,000,000 in the aggregate and not less than $15,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between

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$75,000,000 and all such New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which one or both Borrowers proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to GSCP and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such Borrower or Borrowers proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that GSCP may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitments. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (2) both before and after giving effect to the making of any Series of the New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreement executed and delivered by such Borrower or Borrowers, the New Term Loan Lenders and Administrative Agent, and each of which shall be recorded in the Register and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(d); (5) such Borrower or Borrowers shall make any payments required pursuant to Section 2.18(c) in connection with the New Term Loan Commitments; and (6) such Borrower or Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement.

     On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to such Borrower or Borrowers (a “New Term Loan”) in an amount equal to its New Term Loan Commitments of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitments of such Series and the New Term Loans of such Series made pursuant thereto.

     Administrative Agent shall notify Lenders promptly upon receipt of Borrowers’ notice of such Increased Amount Date and in respect thereof the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable.

     The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the U.S. Term Loans and European Term Loans. In any event (i) the weighted average life to maturity of the New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the U.S. Term Loans and the European Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans, the U.S. Term Loans and the European Term Loans, and (iii) the rate of

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interest applicable to the New Term Loans of each Series shall be determined by such Borrower or Borrowers and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to U.S. Term Loans and European Term Loans plus 0.50% per annum unless the interest rate with respect to the U.S. Term Loans and European Term Loans is increased so as to equal the interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.50% per annum. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.24.

SECTION 3. CONDITIONS PRECEDENT

     3.1. Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

          (a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document contemplated herein to be delivered on the Closing Date originally executed and delivered by each applicable Credit Party for each Lender.

          (b) Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date.

          (c) Consummation of Transactions.

          (i) (1) U.S. Borrower shall have received the gross proceeds from the borrowings of the Second Lien Term Loans in an aggregate amount in cash of not less than $125,000,000; (2) U.S. Borrower shall have delivered to Administrative Agent

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complete, correct and conformed copies of the Second Lien Credit Agreement; and (3) the Equity Contribution shall have occurred, on material terms and pursuant to documents reasonably satisfactory to Lead Arranger.

          (ii) The Stock Purchase Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Administrative Agent and no provision thereof shall have been modified or waived in any respect determined by Administrative Agent to be material, in each case without the consent of Administrative Agent. All conditions precedent to the consummation of the Acquisition shall have been satisfied or waived (with the prior consent of the Lead Arranger if the Lead Arranger reasonably determines such waiver is materially adverse to the Lenders).

          (d) Existing Indebtedness. On the Closing Date, other than Permitted Indebtedness, Holdings and its Subsidiaries shall have (i) repaid in full all existing Indebtedness of the Acquired Business, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing existing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto.

          (e) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties (other than the U.K. Credit Parties) shall have delivered to Collateral Agent:

          (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute, authorize and deliver, to the extent applicable, UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

          (ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby;

          (iii) fully executed and notarized Intellectual Property security agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 4.7 to the Pledge and Security Agreement; and

          (iv) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is

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located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent.

          (f) Financial Statements; Projections. Lenders shall have received from Holdings: (i) the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent, and (iii) (in respect of non-public Lenders only) the Projections.

          (g) Evidence of Insurance. Collateral Agent shall have received a certificate from the Credit Parties’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.

          (h) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Sullivan & Cromwell LLP, counsel for the Credit Parties and (ii) opinions reasonably requested by Administrative Agent from counsel in the Netherlands, Finland, Sweden, the United Kingdom and Luxembourg, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

          (i) Fees. Borrowers shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11(d).

          (j) Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Holdings and in form, scope and substance satisfactory to Administrative Agent, and demonstrating that after giving effect to the consummation of the Transactions and any rights of contribution, each of Holdings and its Subsidiaries is and will be Solvent.

          (k) Closing Date Certificate. Holdings shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

          (l) No Litigation. There shall not exist any Adverse Proceeding affecting the Acquisition to the extent that the existence of such Adverse Proceeding would allow the Sponsor to terminate without liability its obligations under the Stock Purchase Agreement or relating to the financing contemplated thereby.

          (m) Letter of Direction. Administrative Agent shall have received a duly executed letter of direction from Borrowers addressed to Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

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          (n) Maximum Leverage Ratio. The ratio of (i) Consolidated Total Debt as of the Closing Date after giving effect to the Acquisition to (ii) pro forma Consolidated Adjusted EBITDA for the latest twelve-month period for which financial statements are then available shall not be greater than 5.2:1.0.

          (o) Patriot Act. At least 10 days prior to the Closing Date (or such shorter period of time reasonably agreed to by the Administrative Agent), the Lead Arranger shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

     3.2. Conditions to Each Credit Extension.

          (a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

          (i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

          (ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

          (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents (or in respect of the Closing Date only, such representations and warranties made by the Sellers to the Sponsor in the Stock Purchase Agreement as are material to the interests of the Lenders but only to the extent that Sponsor has the right to terminate without liability its obligations under the Stock Purchase Agreement and Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.12, 4.16, 4.17, 4.20, 4.25 and 4.26) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

          (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

          (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the

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requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

          (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrowers or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with and after giving effect to the consummation of the Transactions contemplated hereby):

     4.1.Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing (to the extent such concept is known in the relevant jurisdiction) in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

     4.2. Equity Interests and Ownership. The Equity Interests of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership

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interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Transaction.

     4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

     4.4. No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties and the Second Lien Credit Documents); or (d) require any approval of stockholders, shareholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date (or, in the case of the U.K. Credit Parties, on or before entry into the U.K. Collateral Documents) and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent and the collateral agent under the Second Lien Credit Documents for filing and/or recordation, as of the Closing Date or, with regard to Non-U.S. Subsidiaries, promptly thereafter within any applicable time limit provided by relevant legislation, as permitted by applicable law.

     4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the

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respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Acquired Businesses nor any of their Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) of Holdings and any of its Subsidiaries taken as a whole.

     4.8. Projections. On and as of the Closing Date, the projections of Holdings and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2011 (the “Projections”) are based on recent historical information and based on good faith estimates and assumptions made by the management of Holdings; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Holdings believed that the Projections were reasonable and attainable.

     4.9. No Material Adverse Change. Since December 31, 2005, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

     4.10. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws in any jurisdiction (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     4.11. Payment of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable except those for which adequate amounts have been recorded as a liability or reserved against on the most recent Historical Financial Statements. Holdings knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

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     4.12. Properties.

          (a) Title. Except as set forth on Schedule 4.12 and subject in each case to Permitted Liens, each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.8. Other than Permitted Liens, all such properties and assets are free and clear of Liens.

          (b) Real Estate. As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Holdings does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, and except for any such default or failure that could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

     4.13. Environmental Matters. (i) Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) there are and, to each of Holdings’ and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Holdings nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Holdings’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state or foreign law

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equivalent; (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (vi) no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

     4.14. No Defaults. As of the Closing Date, neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

     4.15. Material Contracts. Schedule 4.15 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect and no material defaults currently exist thereunder as of the Closing Date.

     4.16. Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal, state or foreign law, statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

     4.17. Margin Stock. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors.

     4.18. Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the best knowledge of Holdings, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the best knowledge of Holdings, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the best knowledge of Holdings, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the best knowledge of Holdings, no union organization activity that is taking

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place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

     4.19. Employee Benefit Plans. (a) Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA could not reasonably be expected to result in a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan in a manner that could reasonably be expected to result in a Material Adverse Effect.

          (b) All Non-U.S. Plans are operated in compliance with all applicable laws, each Credit Party which contributes to a Non-U.S. Plan has paid all required contributions to such Non-U.S. Plan as they fall due, and no action or omission has been or is expected to be taken by any Credit Party nor has any event occurred in relation to a Non-U.S. Plan which has or is reasonably likely to result in liability to any Credit Party to any Governmental Authority. At the request of Administrative Agent, Borrowers shall deliver to Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirement (as applicable either to the trustees of any relevant Non-U.S. Plans or to a Credit

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Party), actuarial reports in relation to all Non-U.S. Plans. Borrowers shall promptly notify the Administrative Agent of any material change in the rate of contributions to any Non-U.S. Plans either paid or recommended to be paid (whether by the scheme actuary, the trustees or otherwise) or required (by law or otherwise).

          (c) There are no liabilities associated with or arising from any Non-U.S. Credit Party participating in, providing, or contributing to, either currently or in the past, or ceasing to provide or contribute to, or in respect of, any scheme or arrangement for the provision of any pension, superannuation, retirement (including on early retirement) or death benefits (including in the form of a lump sum) (the benefits together referred to as “Pension Benefits”) or providing, or being obligated to provide or failing to provide any Pension Benefits, which are not fully funded, insured or provided for on a generally accepted basis either through a separate trust, insurance policy or as an accrual or provision in the accounts of the relevant Non-U.S. Credit Party.

     4.20. Solvency. The Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

     4.21. Compliance with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, laws, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     4.22. Disclosure. No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written materials furnished to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to Holdings, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and written materials furnished to Lenders for use in connection with the transactions contemplated hereby.

     4.23. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign

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assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

     4.24. Financial Assistance.

          (a) Subject to Section 7.13, neither the execution, delivery and performance of any of the Credit Documents nor the incurrence of any obligations or liabilities (actual or contingent) thereunder by the Swedish Credit Parties constitutes or will constitute unlawful financial assistance for the purposes of Chapter 21 of the Swedish Companies Act.

          (b) Subject to Section 7.13, neither the execution, delivery and performance of any of the Credit Documents nor the incurrence of any obligations or liabilities (actual or contingent) thereunder by the Finnish Credit Parties constitutes or will constitute unlawful financial assistance for the purposes of Chapter 13 of the Finnish Companies Act.

          (c) Subject to Section 7.13, neither the execution, delivery and the performance of any of the Credit Documents nor the incurrence of any obligations or liabilities thereunder by any U.K. Credit Party constitutes or will constitute unlawful financial assistance for the purposes of sections 151 to 158 (inclusive) of the United Kingdom Companies Act of 1985 (as amended or otherwise re-enacted from time to time).

          (d) Subject to Section 7.13, neither the execution, delivery and performance of any of the Credit Documents nor the incurrence of any obligations or liabilities (actual or contingent) thereunder by European Borrower or any of the Non-U.S. Guarantors constitutes or will constitute unlawful financial assistance for the purposes of Article 98c or 207c of Book 2 of the Dutch Civil Code.

SECTION 5. AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

     5.1. Financial Statements and Other Reports. Holdings will deliver to Administrative Agent and Lenders:

          (a) Quarterly Financial Statements. As soon as available, and in any event within 45 days (or, as soon as available, in the case of the Fiscal Quarter ending March 31, 2007, or within 60 days, in the case of the Fiscal Quarter ending June 30, 2007) after the end of the first

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

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

          (c) Compliance Certificate. Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

          (d) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of

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reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

          (e) Notice of Default. Promptly upon any officer of Holdings obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Holdings with respect thereto; (ii) that any Person has given any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

          (f) Notice of Litigation. Promptly upon any officer of Holdings or Borrowers obtaining knowledge of (i) the institution of, or non-frivolous written or authenticated threat of, any Adverse Proceeding not previously disclosed in writing by Borrowers to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Holdings or Borrowers to enable Lenders and their counsel to evaluate such matters (provided that there shall be no obligation to provide details of such Adverse Proceeding that, if provided, would in the reasonable view of counsel to Holdings or the Borrowers, impair the privileged status of the information);

          (g) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto or similar Governmental Authority with respect to any Non-U.S. Plan; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan or similar reports or filings relating to any Non-U.S. Plan as Administrative Agent shall reasonably request;

          (h) Financial Plan. As soon as practicable and in any event no later than forty-five days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (or, if shorter, through the final maturity date of the Loans) (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, and

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(ii) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each Fiscal Quarter of such Fiscal Year;

          (i) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Holdings and its Subsidiaries;

          (j) Information Regarding Collateral. (a) Borrowers will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, (iii) in any Credit Party’s jurisdiction of incorporation or organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification or registered number. Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code, any foreign laws or regulation, or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. Borrowers also agree promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

          (k) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Borrowers shall deliver to Collateral Agent a certificate of its Authorized Officer (i) either confirming that there has been no material change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixtures filings, as applicable) and all supplemental Intellectual Property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above (or in such Collateral Questionnaire) to the extent necessary to effect, protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

          (l) Final Historical Financial Statements. As soon as available, and in any event within 45 days after the Closing Date, the final audited combined balance sheet of the Arizona Chemical Division (as defined in such audited financial statements) as of December 31, 2006, 2005 and 2004 and the final audited combined statements of income and cash flows of the Arizona Chemical Division (as defined in such audited financial statements) for each of the Fiscal Years ended December 31, 2006, 2005, 2004 and 2003;

          (m) Other Information. Such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender; and

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          (n) Certification of Public Information. Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Holdings shall indicate in writing whether such document or notice contains Nonpublic Information. Holdings and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Holdings has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Holdings has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Nonpublic Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Holdings, its Subsidiaries and their securities.

          (o) Investigations. If an Event of Default is continuing or if the Requisite Lenders believe in good faith and on reasonable grounds that any financial statements or calculations provided by Holdings or any of its Subsidiaries are inaccurate or incomplete in any material respect the Administrative Agent may, following consultation with Holdings as to the scope of the investigation and its cost: (i) instruct (or require Holdings to instruct) a recognized firm of accountants selected by the Administrative Agent to carry out an investigation into the affairs of the Group and/or the financial performance of the Group and/or the accounting and other reporting procedures and standards of the Group; and/or (ii) request confirmation that any figure in the most recent quarterly or annual Compliance Certificate delivered under Section 5.1(c) has been correctly extracted from the relevant financial statements delivered under Section 5.1(a) and (b); and/or (iii) instigate such other investigations and commission such other reports (including, without limitation, legal and valuation reports) as the Administrative Agent shall reasonably require into the affairs of the Group, in each case to the extent that the Administrative Agent considers them to be relevant to such Event of Default or the circumstances giving rise to such Event of Default or establishing the accuracy of such financial statements and/or calculations. The reasonable expense of any such investigation shall be borne by Holdings.

     5.2. Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party (other than Borrowers with respect to existence) or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

     5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no

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such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

     5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

     5.5. Insurance. Holdings will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and property insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value property insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured Parties, as an additional insured thereunder as its interests may appear, (ii) in the case of each property insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and provide for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

     5.6. Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. At any time that a Default or Event of Default shall have occurred and be continuing, each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public

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accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

     5.7. Lenders Meetings. Holdings and Borrowers will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at U.S. Borrower’s corporate offices (or at such other location as may be agreed to by Borrowers and Administrative Agent) at such time as may be agreed to by Borrowers and Administrative Agent.

     5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all ERISA and Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.9. Environmental.

          (a) Environmental Disclosure. Holdings will make available to Administrative Agent and Lenders:

          (i) as soon as practicable following receipt thereof, copies of all material environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons in the possession of Holdings or any of its Subsidiaries, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

          (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Holdings or Borrowers’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

          (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating

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whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

          (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

          (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

          (b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.10. Subsidiaries. In the event that any Person becomes a Subsidiary of a Borrower after the Closing Date, such Borrower shall (i) in the case of a U.S. Subsidiary or a Non-U.S. Subsidiary that is treated as a pass-through or disregarded entity for United States federal income tax purposes and all of the Equity Interests of which is directly owned by U.S. Holdings or one or more U.S. Subsidiaries of U.S. Holdings, promptly cause such U.S. Subsidiary or such Non-U.S. Subsidiary to become a U.S. Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, (ii) in the case of a Non-U.S. Subsidiary not covered by clause (i) above, promptly cause such Non-U.S. Subsidiary to become a Non-U.S. Guarantor hereunder (provided, that such Non-U.S. Subsidiary shall have the benefit of Section 7.13 and, in any event, such Non-U.S. Subsidiary shall not guarantee the Obligations of U.S. Borrower or any U.S. Guarantor under this Agreement) and to grant Liens in favor of Collateral Agent, over all or substantially all of its assets, if applicable, on similar terms to the Liens granted pursuant to any Collateral Document to which any other Non-U.S. Subsidiary incorporated in the same jurisdiction as such Non-U.S. Subsidiary is a party (provided, that a Non-U.S. Subsidiary shall only become a Guarantor or grant a Lien to the extent not inconsistent with the Security

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Principles set forth in Schedule 1.1A), and (iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(e), 3.1(f), 3.1(g) and 3.1(i). In the event that any Person becomes a direct or indirect Non-U.S. Subsidiary of Holdings, and the ownership interests of such Non-U.S. Subsidiary are owned directly by Holdings or by any U.S. Guarantor or by any Non-U.S. Guarantor, Holdings shall, or shall cause such U.S. Guarantor or Non-U.S.Guarantor, as applicable, to deliver all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b), 3.1(e), 3.1(f), 3.1(g) and 3.1(i), and Holdings shall take, or shall cause such U.S. Guarantor or Non-U.S. Guarantor, as applicable, to take, all of the actions referred to in Section 3.1(e)(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties (a) in the event such Non-U.S. Subsidiary, other than any Non-U.S. Subsidiary of U.S. Holdings that is treated as a pass-through or disregarded entity for United States federal income tax purposes and all of the Equity Interests of which is directly owned by U.S. Holdings or one or more U.S. Subsidiaries of U.S. Holdings, 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary to secure its guarantee of the Obligations of U.S. Borrower and 100% of the voting and non-voting Equity Interests of such Non-U.S. Subsidiary to secure its guarantee of the Obligations of European Borrower, subject to the agreed upon Security Principles on Schedule 1.1A and (b) in the event such Non-U.S. Subsidiary is owned by a Non-U.S. Guarantor, 100% of the Equity Interests of such Non-U.S. Subsidiary to secure its guarantee of the Obligations of European Borrower, subject to the agreed upon Security Principles on Schedule 1.1A. With respect to each such Subsidiary, U.S. Holdings shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of U.S. Holdings, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of U.S. Holdings; provided, such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof. This Section 5.10 shall be interpreted in accordance with the proviso in the definition of “Collateral”.

          Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and for so long as, shall not be required if in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

          With respect to a material license agreement applicable to Intellectual Property that is owned by a third party and licensed to Borrowers or a Subsidiary thereof and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any material Inventory, each of Borrower and its Subsidiaries shall give Collateral Agent not less than thirty (30) days prior written notice of its intention to not renew or to terminate, cancel, surrender or release its rights under any such license agreement, or to amend any such license agreement or related arrangements to limit the scope of the right of such Borrower or such Subsidiary to use the Intellectual Property subject to such license agreement, either with respect to product, territory, term or otherwise, or to increase the amounts to be paid by such Borrower or such Subsidiary party thereto thereunder or in connection therewith.

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5.11. Additional Material Real Estate Assets.

          (a) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, within seventy-five (75) days following the Closing Date (or such longer period of time acceptable to the Collateral Agent), Collateral Agent shall have received from Borrowers and each applicable Guarantor, unless waived by the Collateral Agent in its reasonable discretion:

          (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.11 (each, a “Mortgaged Property”); provided that with respect to Leasehold Property, the mortgagor will only be required to use its commercially reasonable efforts to obtain such Mortgages;

          (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

          (iii) in the case of each Leasehold Property, at the Administrative Agent’s reasonable discretion: (1) (A) a Landlord Consent and Estoppel (or an equivalent document in any non-U.S. jurisdiction) and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; or (2) a Landlord Personal Property Collateral Access Agreement; provided that the Credit Parties will only be required to use commercially reasonable efforts to obtain such Landlord Consent and Estoppel (or an equivalent document in any non-U.S. jurisdiction) or Landlord Personal Property Collateral Access Agreement;

          (iv) (a) recent ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; and

          (v) flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in

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compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent.

          (b) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall within sixty days following the date of such acquisition (or such longer period of time acceptable to the Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates (to the extent applicable in the relevant jurisdiction) similar to those described in Section 5.1(a) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrowers shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien, subject to the agreed upon Security Principles set forth on Schedule 1.1A.

          (c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and for so long as, shall not be required if in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording taxes that may be payable with respect to any Mortgage.

     5.12. Interest Rate Protection. No later than ninety (90) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Borrowers shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness for borrowed money of Holdings and its Subsidiaries then outstanding is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

     5.13. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, subject to agreed upon Security Principles set forth on Schedule 1.1A hereto, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent, may reasonably request in order to effect fully the terms of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall (and Holdings shall procure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may reasonably specify (and in such form as the Collateral Agent may reasonably require in favor of the Collateral Agent or its nominee(s)) in each case, subject to agreed upon Security Principles

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set forth on Schedule 1.1A hereto, to the extent reasonably required by Administrative Agent or Collateral Agent, for the exercise of any rights, powers and remedies of the Collateral Agent or: (i) to perfect the security created or intended to be created under or evidenced by the Collateral Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of security pursuant to the Collateral Documents) or the Credit Parties provided by or pursuant to the Credit Documents or by law; (ii) to confer on the Collateral Agent or confer on the Credit Parties security over any property and assets of that Credit Party located in any jurisdiction equivalent or similar to the security intended to be conferred by or pursuant to the Collateral Documents; and/or (iii) to facilitate the realization of the assets which are, or are intended to be, the subject of the Collateral Documents. Each Credit Party shall (and Holdings shall procure that each member of the Group shall), subject to agreed upon Security Principles set forth on Schedule 1.1A hereto, take all such action as is available to it (including making all filings and registrations) as may be reasonably necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Collateral Agent or the Credit Parties by or pursuant to the Credit Documents.

     5.14. Financial Assistance. Each Borrower will (i) procure (to the extent it is lawful to do so) that each Subsidiary of Holdings transfers sufficient funds to enable such Borrower to meet its payment obligations under the Credit Documents as they fall due, except to the extent such transfer would have any adverse tax consequence for Holdings, its shareholders or any of its Subsidiaries or where it otherwise would be against applicable law (including financial assistance and corporate benefit rules, restrictions on upstreaming cash intra-Group and fiduciary and statutory duties of directors of the relevant member of the Group) or material constituent document restrictions (resulting from minority ownership provisions existing as of the date hereof), and (ii) ensure that all payments among Holdings and its Subsidiaries (or any of them) have been and will be made in compliance with applicable local laws or regulations concerning financial assistance by a company for the acquisition of or subscription for its own shares or concerning the protection of shareholders’ capital, corporate benefit, fraudulent preference, “thin capitalization” rules and similar principles. For the avoidance of doubt, no Non-U.S. Guarantor shall have any obligation under this Section 5.14 to support any Obligations of the U.S. Borrower.

     5.15. Miscellaneous Covenants. Unless otherwise consented to by Agents or Requisite Lenders:

          (a) Maintenance of Ratings. At all times, Borrowers shall use commercially reasonable efforts to maintain ratings issued by Moody’s and S&P with respect to its senior secured debt.

          (b) Cash Management Systems. The U.S. Credit Parties shall establish control agreements with respect to Deposit Accounts held in the United States and maintain cash management systems reasonably acceptable to Agents.

     5.16. Post-Closing Mergers, Dissolutions, Etc.

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          (a) The Borrower shall use its commercially reasonable efforts to liquidate Arizona Chemical Ltd., a company incorporated in England and Wales with registered number 00910692 as soon as reasonably practicable after the Closing Date.

          (b) As soon as reasonably practicable, and in any event no later than December 31, 2007, IP Sverige A.B. shall be liquidated and IP Sweden Investment Company AB and Arizona Chemical AB shall be merged into the European Borrower and as soon as reasonably practicable, any in any event within thirty (30) days following the completion of the liquidation of IP Sverige A.B., IP Sweden Investment Company AB shall enter into such Swedish Collateral Documents as are necessary to pledge the shares of Arizona Chemical AB.

          (c) As soon as reasonably practicable, and in any event within six months after the Closing Date, International Paper Finland Investment Company Oy and Arizona Chemical Oy shall be merged into AZ Chem Finland Oy.

     5.17. Certain Post-Closing Obligations.

          (a) Within thirty (30) days following the Closing Date (or such longer period reasonably determined by the Administrative Agent), each U.S. Credit Party shall obtain duly executed Control Agreements with respect to such U.S. Credit Party’s Deposit Accounts (other than any such accounts constituting payroll accounts and accounts holding Cash and Cash Equivalents of no more than $250,000 in the aggregate for more than two (2) consecutive Business Days for all U.S. Credit Parties), in substantially the form attached to the Pledge and Security Agreement as Exhibit D (or such other form as reasonably acceptable to the Administrative Agent).

          (b) AZ Chem UK Limited and Union Camp Chemicals Limited shall each, within 120 days following the Closing Date (or such longer period reasonably determined by the Administrative Agent) provide to the Administrative Agent:

          (i) A copy of a Counterpart Agreement executed by such acceding U.K. Credit Party and the Administrative Agent.

          (ii) A copy of the certificate of incorporation and any certificates of incorporation on change of name of such acceding U.K. Credit Party.

          (iii) A copy of the memorandum and articles of association of such acceding U.K. Credit Party.

          (iv) A certified copy of a resolution of the board of directors of such acceding U.K. Credit Party in the agreed terms authorizing the execution, delivery and performance of the Counterpart Agreement and each other Credit Document to which it is a party.

          (v) A specimen of the signature of each person authorized by the resolution referred to in paragraph (iv) above in relation to the Counterpart Agreement and each other Credit Document to which it is a party and related documents.

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          (vi) A certified copy of a resolution of the members of such acceding U.K. Credit Party, in the agreed terms, approving the execution, delivery and performance of the Counterpart Agreement and each other Credit Document to which it is a party and confirming that it is in the best interests of such Subsidiary to undertake the obligations it is undertaking in accordance with the terms thereof.

          (vii) A certificate of such acceding U.K. Credit Party (signed by a director) certifying that each copy document relating to it specified in paragraphs (iv) to (vi) inclusive is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Counterpart Agreement.

          (viii) A legal opinion in the agreed terms of the legal advisers to the Administrative Agent in England, as to English law in the form distributed to the Lenders prior to signing the Counterpart Agreement.

          (ix) The relevant U.K. Debenture and U.K. Share Charge to be executed by the proposed acceding U.K. Credit Party.

          (x) Any notices or documents required to be given or executed under the terms of the Collateral Documents referenced in (ix) above.

          (xi) Evidence that each such acceding U.K. Credit Party has done all that is necessary to follow the procedures set out in Sections 151 to 158 of the Companies Act 1985 in order to enable that acceding U.K. Credit Party to enter into the relevant Credit Documents and perform its obligations under the relevant Credit Documents. Such evidence shall include copies of the board and shareholder resolutions, statutory declarations, auditor’s reports and net assets letter (addressed to the Secured Parties) for the acceding U.K. Credit Party and certified copies of the up-to-date register of directors and shareholders of the acceding U.K. Credit Party.

          (c) Holdings or one of its Subsidiaries shall pay the Swedish business mortgage and property mortgage stamp duties without undue delay after the European Borrower has received the invoice from the relevant registration authority in Sweden (but in no event later than five Business Days thereafter).

          (d) Within ten (10) Business Days following the Closing Date, the Collateral Agent shall have received from ACC a replacement stock certificate and an executed stock power with respect to the Equity Interests of Arizona Arboris, Inc.

SECTION 6. NEGATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

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     6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except (the following, “Permitted Indebtedness”):

          (a) the Obligations;

          (b) (i) Indebtedness of any U.S. Guarantor or U.S. Borrower owed to any other U.S. Guarantor or U.S. Borrower, (ii) Indebtedness of European Borrower or any Non-U.S. Guarantor owed to any other European Borrower or any Non-U.S. Guarantor and (iii) to the extent such Indebtedness constitutes a permitted Investment pursuant to Section 6.6(j), Indebtedness of any Subsidiary of Holdings that is not a Credit Party to any Credit Party; provided, that (A) in each case (1) all such Indebtedness shall be evidenced by Intercompany Notes, which shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement or another Collateral Document, with respect to the Intercompany Note evidencing Indebtedness owed to a U.S. Subsidiary or U.S. Borrower, securing the Obligations of the U.S. Borrower and the Obligations of the European Borrower, and with respect to the Intercompany Note evidencing the Indebtedness owed to a Non-U.S. Subsidiary or a European Borrower, securing the Obligations of the European Borrower only (subject to Section 7.13) and (2) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable Intercompany Note, and (B) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made; provided further that notwithstanding anything to the contrary in any Collateral Document, Intercompany Notes evidencing Indebtedness pursuant to clauses (i) and (ii) above shall not be required to be delivered to the Collateral Agent more frequently than once per Fiscal Quarter (or such other period of time deemed reasonably acceptable to the Collateral Agent);

          (c) the Second Lien Term Loans owed under the Second Lien Credit Agreement in an aggregate principal amount not to exceed $150,000,000 plus any accrued interest, fees or expenses, and Indebtedness incurred to refinance, renew or replace such Indebtedness in whole or in part; provided that, (i) the terms and conditions of such Indebtedness, taken as a whole, are no less favorable in any material respect to the obligors or the Lenders thereon than the Second Lien Credit Agreement, (ii) such refinancing, renewal or replacement is incurred only by the Person who is the obligor on the Second Lien Term Loans being refinanced, renewed or replaced and (iii) the average life to maturity thereof is greater than or equal to that of the Second Lien Term Loans;

          (d) Indebtedness in an aggregate principal amount not to exceed $100,000,000 (“Permitted Subordinated Debt”) that is (i) subordinated to the Obligations on terms customary at the time for high-yield subordinated debt securities issued in a public offering, (ii) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the maturity date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) hereof), (iii) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less

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favorable to Borrowers as the terms and conditions customary at the time for high-yield subordinated debt securities issued in a public offering and (iv) is incurred by the U.S. Borrower and guaranteed only by the U.S. Credit Parties; provided that (1) both immediately prior and after giving effect to the incurrence thereof, (x) no Default shall exist or result therefrom and (y) Holdings will be in compliance with the covenants set forth in Section 6.7 and provided further that a certificate of a Responsible Officer delivered to Administrative Agent at least 10 days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of this clause (c) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Administrative Agent notifies Holdings within 5 days of receipt of such certificate that it disagrees with such determination;

          (e) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings or any of its Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries;

          (f) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

          (g) Indebtedness in respect of netting services, overdraft protections, cash management services and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business;

          (h) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

          (i) guaranties (i) by U.S. Borrower or a U.S. Guarantor of Indebtedness of U.S. Borrower or a U.S. Guarantor, and (ii) by European Borrower or a Non-U.S. Guarantor of Indebtedness of the European Borrower or a Non-U.S. Guarantor, with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that in the case of (i) and (ii) that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

          (j) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not

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(A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

          (k) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $30,000,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 90% of the aggregate consideration paid with respect to such asset;

          (l) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Holdings or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $15,000,000 at any one time outstanding, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary (other than by any such person that so becomes a Subsidiary), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (1) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not changed and (3) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced; and

          (m) other secured or unsecured Indebtedness of Holdings and its Subsidiaries including Indebtedness of Non-U.S. Subsidiaries in an aggregate amount not to exceed at any time $20,000,000; provided that no more than an aggregate amount of $10,000,000 of such Indebtedness at any time shall be secured.

     6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under the Intellectual Property laws, rules or procedures, except:

          (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document; and (ii) Liens securing obligations under the Second Lien Credit Agreement and any refinancings thereof permitted by Section 6.1(c); provided that such Liens are subordinated to the Liens securing the Obligations in accordance with the terms of the Intercreditor Agreement;

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          (b) Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and Liens for Taxes not yet due and payable and otherwise in compliance with the requirements of Section 5.3;

          (c) statutory Liens of landlords, Liens affecting the interest of the landlord under any Lease, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

          (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

          (e) easements, rights-of-way, restrictions, encumbrances, encroachments, and other defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

          (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

          (g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

          (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

          (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

          (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

          (k) licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by Holdings or any of its Subsidiaries existing as of the date hereof or hereafter entered into in the ordinary course of business;

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          (l) Liens described in Schedule 6.2 or on a title report delivered pursuant to Section 3.1(i)(iv);

          (m) Liens securing Indebtedness permitted pursuant to Section 6.1(m); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; and

          (n) other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $10,000,000 at any time outstanding.

     6.3. No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) restrictions contained in the Second Lien Credit Agreement and Permitted Subordinated Debt, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

     6.4. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that (a) U.S. Borrower may make required payments of principal, regularly scheduled payments of interest, fees and any other amount due in respect of Second Lien Term Loans and U.S. Borrower may make regularly scheduled payments of interest and fees due in respect of the Permitted Subordinated Debt; (b) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers and U.S. Holdings may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (c) Borrowers and U.S. Holdings may pay, or make Restricted Junior Payments to Holdings to allow it to pay, management fees to Sponsor or its Affiliates not exceeding an aggregate amount per annum of $2,000,000 per Fiscal Year; provided that such payments shall be subordinated to the Obligations on terms satisfactory to Administrative Agent, and that upon the occurrence of a Default or an Event of Default and during the continuance thereof, no payment of any management fees or similar distributions to the Sponsor or any of its Affiliates shall be permitted under this Section 6.4(c), (d) Borrower and U.S. Holdings may make Restricted Junior Payments consisting of the cashless exercise of options and warrants of the Equity Interests of Holdings or any of its Subsidiaries and (e) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Credit Parties may declare and pay dividends or make other distributions to purchase or redeem Equity Interests of Holdings, AZ Chem Investments Partners LP or AZ Chem Luxembourg Finance

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S.à.r.l. (including related stock appreciation rights or similar securities) held by or for the benefit of then present or former officers or employees of Holdings or any of its Subsidiaries or upon such Person’s death, disability, retirement or termination of employment or under the terms of any benefit plan or agreement relating to such shares of stock or related rights; provided that the aggregate amount of such cash purchases or redemptions shall not exceed $2,000,000 in any Fiscal Year.

     6.5. Restrictions on Subsidiary Distributions. Except as provided herein or in the Second Lien Credit Agreement and the Permitted Subordinated Debt, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrowers or any other Subsidiary of Borrowers, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrowers or any other Subsidiary of Borrowers, (c) make loans or advances to Borrower or any other Subsidiary of Borrowers, or (d) transfer, lease or license any of its property or assets to Borrowers or any other Subsidiary of Borrowers other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5.

     6.6. Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

          (a) Investments in Cash and Cash Equivalents;

          (b) equity Investments owned as of the Closing Date in any Subsidiary, (ii) equity Investments made after the Closing Date by Holdings, U.S. Borrower or any U.S. Guarantor in any wholly-owned U.S. Guarantor and (iii) equity Investments made after the Closing Date by Holdings, European Borrower or Non-U.S. Guarantors in any wholly-owned Non-U.S. Guarantor;

          (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries;

          (d) intercompany loans to the extent permitted under Section 6.1(b);

          (e) Consolidated Capital Expenditures with respect to Holdings and the Guarantors permitted by Section 6.7(c);

          (f) (i) loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000; and

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(ii) Investments made in the ordinary course of business consisting of notes from employees and directors of Holdings and its Subsidiaries used as consideration for the contemporaneous purchase of the Equity Interests of Holdings in an aggregate amount not to exceed at any time $1,000,000;

          (g) Permitted Acquisitions permitted pursuant to Section 6.8;

          (h) Investments described in Schedule 6.6;

          (i) Investments in an aggregate amount not to exceed at any time $60,000,000 in connection with the acquisition by a Credit Party of more than 51%, but less than all, of the economic and voting Equity Interests in the Specified Target; provided (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations; (iii) Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.7(d)); (iv) Borrowers shall have delivered to Administrative Agent at least 10 days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iii) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7; and (v) the sum of the aggregate unused portion of the Revolving Commitments at such time (after giving effect to the consummation of such acquisition and any financing thereof) plus the aggregate amount of Cash and Cash Equivalents of Borrowers and their respective Subsidiaries at such time shall equal or exceed $10,000,000; and

          (j) other Investments in an aggregate amount not to exceed at any time $20,000,000.

     Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

     6.7. Financial Covenants.

          (a) Interest Coverage Ratio. Holdings shall not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2007, to be less than the correlative ratio indicated:

	Interest Coverage
Fiscal Quarter	Ratio
September 30, 2007	1.50:1.00
December 31, 2007	1.60:1.00

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	Interest Coverage
Fiscal Quarter	Ratio
March 31, 2008	1.75:1.00
June 30, 2008	1.75:1.00
September 30, 2008	1.75:1.00
December 31, 2008	1.75:1.00
March 31, 2009	2.00:1.00
June 30, 2009	2.00:1.00
September 30, 2009	2.00:1.00
December 31, 2009	2.00:1.00
March 31, 2010 to December 31, 2010	2.25:1.00
March 31, 2011 and thereafter	2.50:1.00

          (b) Leverage Ratio. Holdings shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2007, to exceed the correlative ratio indicated:

Fiscal Quarter	Leverage Ratio
September 30, 2007	6.75:1.00
December 31, 2007	6.50:1.00
March 31, 2008	6.25:1.00
June 30, 2008	6.25:1.00
September 30, 2008	6.00:1.00
December 31, 2008	6.00:1.00
March 31, 2009	5.50:1.00
June 30, 2009	5.50:1.00
September 30, 2009	5.50:1.00
December 31, 2009	5.50:1.00
March 31, 2010 to December 31, 2010	4.50:1.00

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Fiscal Quarter	Leverage Ratio
March 31, 2011 and thereafter	4.00:1.00

          (c) Maximum Consolidated Capital Expenditures. Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Holdings and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year (the “Base CapEx Amount”); provided, such amount for any Fiscal Year shall be increased by an amount equal to 50% of the excess, if any, of such amount for the immediately preceding Fiscal Year (without giving effect to this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year (the “Carryforward”) and the permitted amount for any Fiscal Year shall be calculated by utilizing the Carryforward prior to utilizing the Base CapEx Amount for such Fiscal Year:

Fiscal Year	Base CapEx Amount
2007	$30,000,000
2008	$30,000,000
2009	$32,000,000
2010	$32,000,000
2011 and thereafter	$35,000,000

          (d) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.7 and Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

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          (e) Right to Cure Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 8.1, in the event that Holdings fails to comply with the requirements of any Financial Performance Covenant at any time, until the tenth calendar day subsequent to delivery of the related Compliance Certificate, Holdings shall have the right to issue common Equity Interests for cash or otherwise receive cash contributions to Holdings (A) in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with the Financial Performance Covenants and to contribute any such cash to the capital of Holdings (collectively, the “Cure Right”), and upon the receipt by Holdings of such cash (the “Cure Amount”), (B) on no more than four occasions in the aggregate since the Closing Date and (C) so long as there are at least two consecutive Fiscal Quarters in each four Fiscal Quarter period in which the Cure Right has not been exercised. Pursuant to the exercise by Holdings of such Cure Right, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

          (i) Consolidated Adjusted EBITDA shall be increased for such period, in accordance with the definition thereof, solely for the purpose of measuring compliance with the Financial Performance Covenants for the previous Fiscal Quarter and the subsequent three Fiscal Quarters and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;

          (ii) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants which had occurred shall be deemed cured for all purposes of the Agreement; and

          (iii) to the extent that the Cure Amount proceeds are used to repay or prepay Indebtedness (other than pursuant to a scheduled repayment), such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Leverage Ratio for the period with respect to which such Compliance Certificate applies.

     6.8. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

          (a) any U.S. Subsidiary of U.S. Holdings or a U.S. Guarantor may be merged with or into U.S. Borrower or any U.S. Guarantor, as the case may be, or be liquidated, wound

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up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to U.S. Borrower or any U.S. Guarantor; provided, in the case of such a merger, U.S. Borrower, or such U.S. Guarantor, as applicable, shall be the continuing or surviving Person and any Non-U.S. Subsidiary of Holdings may be merged with or into European Borrower or with or into any Non-U.S. Guarantor, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a European Borrower or to any Non-U.S. Guarantor; provided, (1) a European Borrower or the Non-U.S. Guarantor, as the case may be, shall be the continuing, surviving or succeeding Person, or the transferee of the relevant business, property or assets, as the case may be, and (2) immediately after such transaction, the continuing, surviving or succeeding Person(s) or the transferee(s) shall (A) collectively, have a net worth (calculated on a pro forma basis) at least equal to the aggregate net worth of the European Borrower or Non-U.S. Guarantor, as applicable, immediately prior thereto and (B) either (i) have freely distributable reserves at least equal to the aggregate of the freely distributable reserves of such European Borrower or Non-U.S. Guarantor, as applicable, immediately prior thereto, or (ii) be liable without limitation in respect of its Obligations, as applicable, as a Borrower and/or Guarantor hereunder;

          (b) sales or other dispositions of assets that do not constitute Asset Sales;

          (c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $10,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Holdings (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);

          (d) disposals of obsolete, worn out or surplus property;

          (e) Permitted Acquisitions, provided that the consideration for such acquisitions (other than the acquisition by a Credit Party of all of the economic and voting Equity Interests of the Specified Target) shall constitute (i) less than $50,000,000 in the aggregate in any Fiscal Year, and (ii) less than $150,000,000 in the aggregate from the Closing Date to the date of determination;

          (f) Investments made in accordance with Section 6.6;

          (g) sales, assignments, leases, licenses, transfers, abandonment, cancellation or other dispositions of current or future assets (including without limitation Intellectual Property), in the ordinary course of business, consistent with the practices of the Credit Parties or any of their Subsidiaries prior to the date hereof; and

          (h) the transactions described in Section 5.16.

     6.9. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.8, no

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Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

     6.10. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.

     6.11. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between either Borrower and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings or any of its Subsidiaries; (c) compensation, benefits or indemnification arrangements for officers and other employees of Holdings or any of its Subsidiaries entered into in the ordinary course of business; (d) transactions with the Specified Target for so long as it is a Joint Venture pursuant to commercial contracts, agreements, or arrangements between the Specified Target and any Credit Party that are not less favorable to such Credit Party than those that would have been obtained in a comparable transaction with an unrelated Person; and (e) transactions described in Schedule 6.11.

     6.12. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such Credit Party or such Subsidiary on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

     6.13. Permitted Activities of Holding Companies. Holdings and U.S. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrowers, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related

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Agreements; (iii) holding Cash and Cash Equivalents to the extent and for the purposes permitted under this Agreement; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement and (v) as may be required by law; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

     6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements. Except as set forth in Section 6.15 and unless not adverse to the Lenders, no Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents or any of its material rights under any Related Agreement after the Closing Date without in each case obtaining the prior written consent of the Administrative Agent to such amendment, restatement, supplement or other modification or waiver.

     6.15. Amendments or Waivers of with respect to Second Lien Credit Agreement. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Second Lien Term Loan, or make any payment consistent with an amendment thereof or change thereto, other than as permitted under the Intercreditor Agreement.

     6.16. Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from December 31.

SECTION 7. GUARANTY

     7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, (i) the U.S. Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations of the U.S. Borrower, and (ii) the Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations of the European Borrower, when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any equivalent provision in any applicable jurisdiction) (each, a “Guaranteed Obligation”, and collectively, the “Guaranteed Obligations”).

     7.2. Contribution by Guarantors. Subject to Section 7.13, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments

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to equal its Fair Share as of such date; provided, that no Non-U.S. Guarantor shall make any contribution in support of any Obligations of the U.S. Borrower. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law or would not be violative of Section 7.13; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

     7.3. Payment by Guarantors. Subject to Sections 7.2 and 7.13, the U.S. Guarantors and the Guarantors, as applicable, hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the U.S. Borrower or the European Borrower, as applicable, to pay any of the applicable Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any equivalent provision in any applicable jurisdiction), the U.S. Guarantors and the Guarantors, as applicable, will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all applicable Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrowers’ becoming the subject of a case under the Bankruptcy Code or other similar legislation in any jurisdiction, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrowers for such interest in the related bankruptcy case) and all other applicable Guaranteed Obligations then owed to Beneficiaries as aforesaid.

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     7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the applicable Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

          (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

          (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrowers and any Beneficiary with respect to the existence of such Event of Default;

          (c) the obligations of each Guarantor hereunder are independent of the obligations of Borrowers and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrowers, and a separate action or actions may be brought and prosecuted against such Guarantor, subject to Section 7.13, whether or not any action is brought against Borrowers or any of such other guarantors and whether or not Borrowers are joined in any such action or actions;

          (d) payment by any Guarantor of a portion, but not all, of the applicable Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the applicable Guaranteed Obligations which has not been paid, subject to Section 7.13. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the applicable Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the applicable Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the applicable Guaranteed Obligations, in each case, subject to Section 7.13;

          (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the applicable Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the applicable Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the applicable Guaranteed Obligations and take and hold security for the payment hereof or the applicable Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the applicable Guaranteed Obligations, any other guaranties of the applicable Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the applicable Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the applicable Guaranteed

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Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrowers or any security for the applicable Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and

          (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the applicable Guaranteed Obligations (other than as set forth in Section 7.13)), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the applicable Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the applicable Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the applicable Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the applicable Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the applicable Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the applicable Guaranteed Obligations) to the payment of indebtedness other than the applicable Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the applicable Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the applicable Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the applicable Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrowers may allege or assert against any Beneficiary in respect of the applicable Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the applicable Guaranteed Obligations.

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     7.5. Waivers by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable law, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against either Borrower, any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from either Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of either Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of either Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the applicable Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of either Borrower or any other Guarantor from any cause other than payment in full of the applicable Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the applicable Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the applicable Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to either Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

     7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the applicable Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives to the extent permitted by applicable law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against either Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against either Borrower with respect to the applicable Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against either Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the applicable Guaranteed Obligations shall have been indefeasibly paid in full

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and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against either Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against either Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

     7.7. Subordination of Other Obligations. Any Indebtedness of either Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the applicable Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the applicable Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

     7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the applicable Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives, to the extent permitted by applicable law, any right to revoke this Guaranty as to future transactions giving rise to any applicable Guaranteed Obligations.

     7.9. Authority of Guarantors or Borrowers. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or either Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

     7.10. Financial Condition of Borrowers. Any Credit Extension may be made to Borrowers or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of either Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s

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assessment, of the financial condition of either Borrower. Each Guarantor has adequate means to obtain information from either Borrower on a continuing basis concerning the financial condition of either Borrower and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of either Borrower and of all circumstances bearing upon the risk of nonpayment of the applicable Guaranteed Obligations. Each Guarantor hereby waives, to the extent permitted by applicable law, and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of either Borrower now known or hereafter known by any Beneficiary.

     7.11. Bankruptcy, etc. (a) So long as any applicable Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against either Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of either Borrower or any other Guarantor or by any defense which either Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

          (b) Each Guarantor acknowledges and agrees that any interest on any portion of the applicable Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the applicable Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the applicable Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the applicable Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the applicable Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve either Borrower of any portion of such applicable Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

          (c) In the event that all or any portion of the applicable Guaranteed Obligations are paid by either Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute applicable Guaranteed Obligations for all purposes hereunder.

     7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall

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automatically be discharged and its obligations and any Collateral under the Collateral Documents and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

     7.13. Non-U.S. Guarantor Limitations.

          (a) Notwithstanding the foregoing provisions of this Section 7 and unless otherwise agreed at the time such Non-U.S. Subsidiary becomes a Guarantor, no Non-U.S. Subsidiary, other than any Non-U.S. Subsidiary (directly or indirectly owned by U.S. Holdings) that is treated as a pass-through or disregarded entity for United States federal income tax purposes the partners (or owners) of which are U.S. Holdings or U.S. Subsidiaries, shall, or shall be deemed to, guarantee any Obligations or otherwise bind itself (whether by indemnification or otherwise) with respect to the Obligations of the U.S. Borrower nor shall it have any obligations under Section 7.2 with respect to any such amounts.

          (b) Notwithstanding the foregoing provisions of this Section 7, all guarantees by Guarantors incorporated in Finland shall be limited if (and only if) required by an application of the provisions of the Finnish Companies Act (624/2006) Chapter 13, Section 10, regulating financial assistance and Chapter 13, Section 1, regulating distribution of assets (including profits/dividends) and it is understood that the Obligations of a Guarantor incorporated in Finland only applies to the extent permitted by the above mentioned provisions of the Finnish Companies Act.

          (c) Notwithstanding the foregoing provisions of this Section 7, no Guarantor domiciled in Sweden shall, or shall be deemed to, guarantee any Obligations to the extent that if included, the Guaranty granted by it pursuant hereto (and the subordination of Indebtedness pursuant to Section 7.7) would constitute unlawful financial assistance for the purpose of Chapter 17 and 21 of the Swedish Companies Act (Sw: Aktiebolagslagen (2005:551)) (as amended or otherwise re-enacted form time to time).

          (d) Notwithstanding the foregoing provisions of this Section 7, no company incorporated and existing under the laws of the Grand-Duchy of Luxembourg (the “Luxembourg Guarantor”) shall, or shall be deemed to guarantee any Obligation under this Section 7 to the extent that if included, the Guaranty granted by the Luxemburg Guarantor pursuant hereto would constitute under Luxembourg law of August 10, 1915 as amended on commercial companies, either (i) unlawful financial assistance, or (ii) a use of the Luxembourg Guarantor’s assets not consistent with the best corporate interest of such Luxembourg Guarantor. In any case the guaranty of any Luxembourg Guarantor shall be limited to the lesser of (i) the aggregate amount of the funds (derived from the Loans), which has been on-lent to such Luxembourg Guarantor or (ii) 70 percent of the net asset value of such Luxembourg Guarantor.

          (e) Notwithstanding the foregoing provisions of this Section 7, no Guarantor incorporated in England or Wales shall, or shall be deemed to, guarantee any Obligations, or have any other payment obligations in respect of any Obligations or Indemnified Liabilities, to the extent that if included, the Guaranty granted by it pursuant hereto and any other

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obligations that are ancillary thereto or the indemnity set forth in Section 10.3 hereof would constitute unlawful financial assistance for the purpose of sections 151 to 158 (inclusive) of the United Kingdom Companies Act 1985 (as amended or otherwise re-enacted from time to time).

          (f) Notwithstanding the foregoing provisions of this Section 7, no Guarantor residing or incorporated in The Netherlands shall, or shall be deemed to, guarantee any Obligations or otherwise bind itself (whether by indemnification or otherwise) to the extent that if included, such act would constitute unlawful financial assistance within the meaning of Article 98c or 207c of Book 2 of the Dutch Civil Code.

SECTION 8. EVENTS OF DEFAULT

     8.1. Events of Default. If any one or more of the following conditions or events shall occur:

          (a) Failure to Make Payments When Due. Failure by either Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

          (b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $5,000,000 or more or with an aggregate principal amount of $10,000,000 or more, in each case beyond the originally specified grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the originally specified grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

          (c) Breach of Certain Covenants. (i) Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.2, 5.17 or Section 6; or (ii) failure of any Credit Party to perform or comply with any term or condition contained in Section 5.1(a), 5.1(b), 5.1(c) through 5.1(e) and such failure shall not have been remedied or waived within ten (10) Business Days after such failure;

          (d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing

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pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

          (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by a Borrower of notice from Administrative Agent or any Lender of such default; or

          (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, foreign or state law; (ii) an involuntary case shall be commenced against Holdings or any of its Material Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian, administrator or other officer in any applicable jurisdiction having similar powers over Holdings or any of its Material Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, administrator, liquidator, trustee or other custodian of Holdings or any of its Material Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings or any of its Material Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Material Subsidiaries, but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

          (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, administrator, liquidator, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Material Subsidiaries shall make any assignment for the benefit of or a composition with creditors; (ii) Holdings or any of its Material Subsidiaries shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or stops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Holdings or any of its Material Subsidiaries (or any committee thereof) shall convene a meeting or adopt any resolution

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or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Material Subsidiaries, but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

          (h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $5,000,000 or (ii) in the aggregate at any time an amount in excess of $10,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

          (i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days or any analogous step or procedure is taken under the laws of any jurisdiction; or

          (j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events or similar events in respect of any Non-U.S. Plans (or a resolution is passed on proceedings commenced to terminate any Non-U.S. Plan) which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates that could be reasonably expected to have a Material Adverse Effect; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA or similar law with respect to any Non-U.S. Plan that could be reasonably expected to have a Material Adverse Effect.

          (k) Change of Control. A Change of Control shall occur; or

          (l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder in writing, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; (iv) the Loans shall cease to constitute First Priority indebtedness under

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the intercreditor provisions of the Intercreditor Agreement or, in any case, such intercreditor provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms;

THEN, (1) solely with respect to the Obligations of U.S. Borrower and each U.S. Guarantor, upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrowers by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall (i) be payable on demand by the Administrative Agent (and if any denial is subsequently made these amounts, together with accrued interest and all other amounts accrued under this Agreement, shall be immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are expressly waived by each Credit Party) or (ii) immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) all or any part of (as specified by the Administrative Agent) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to all or any part of (as specified by the Administrative Agent) the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all or any part of (as specified by the Administrative Agent) other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent, to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Borrowers to pay (and each Borrower hereby agrees upon receipt of such notice, or, solely with respect to U.S. Borrower, upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrowers’ reimbursement Obligations in respect of Letters of Credit then outstanding; and/or (E) Administrative Agent shall exercise, or direct the Collateral Agent to exercise, all or any of its or as the case may be, the Collateral Agent’s rights, remedies, powers or discretions under any of the Credit Documents.

SECTION 9. AGENTS

     9.1. Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents by the Lenders and by the Secured Parties’ acceptance of the benefits hereof, and each Secured Party hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. BANA is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes BANA to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as

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applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor BANA, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

     9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent (i) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto and (ii) to enter into any and all of the Collateral Documents (including, for the avoidance of doubt, the Intercreditor Agreement) together with such other documents as shall be necessary to give effect to (x) the ranking and priority of Indebtedness contemplated by the Intercreditor Agreement and (y) the Collateral contemplated by the other Collateral Documents, on its behalf. For the avoidance of doubt, each Lender agrees to be bound by the terms of the Intercreditor Agreement to the same extent as if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

     9.3. General Immunity.

          (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

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          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents.

          (c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other

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Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

     9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrowers for services in connection herewith and otherwise without having to account for the same to Lenders.

     9.5. Lenders’ Representations, Warranties and Acknowledgment.

          (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

          (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or a Joinder Agreement and funding its U.S. Term Loan, European Term Loan and/or Revolving Loans on the Closing Date or by the funding of any New Term Loans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans.

          (c) Notwithstanding anything herein to the contrary, each Lender acknowledges that the lien and security interest granted to the Collateral Agent, pursuant to the Pledge and Security Agreement or other applicable Collateral Document and the exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement and that in the event of any conflict between the terms of the Intercreditor Agreement and such other Collateral Document, the terms of the Intercreditor Agreement shall govern and control.

     9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or

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disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

     9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrowers, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrowers and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrowers, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided in the immediately preceding sentence, any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to Borrowers and the Requisite Lenders at any time. Any resignation or removal of GSCP or its

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successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) Borrowers shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to U.S. Borrower for cancellation, and (c) U.S. Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

     9.8. Collateral Documents and Guaranty.

          (a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, (i) to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents, (ii) to enter into the Intercreditor Agreement and acknowledge its consent, as may be necessary under each applicable foreign jurisdiction, to the granting of the Second Priority (as defined in the Second Lien Credit Agreement) Lien pursuant to each of the Collateral Documents under and as defined in the Second Lien Credit Agreement and (iii) to enter into a loss allocation agreement among the Lenders, and each Lender (and Issuing Bank) agrees to be bound by the terms of such agreement; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

          (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrowers, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any

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Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

          (c) Rights under Hedge Agreements. No Hedge Agreement will create (or be deemed to create) in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in Sections 2.16 and 10.5(c)(v) of this Agreement.

          (d) Acknowledgment of Dutch Collateral Documents. Each of the parties hereto agrees to and acknowledges the provisions set forth in clause 2 or clause 3 (as applicable) (Covenant to Pay) of the Dutch Collateral Documents.

     9.9. Collateral Agent under U.K. Collateral Documents. Without prejudice to the foregoing, each of the Lenders hereby acknowledges that the Collateral Agent holds the Collateral of the Non-U.S. Guarantors as trustee for and on behalf of the Secured Parties in accordance with the terms of the declaration of trust set out in each U.K. Collateral Document and that the terms of its appointment, and such trust, shall be as set out (or referred to) in each such U.K. Collateral Document and this Agreement.

     9.10. Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

SECTION 10. MISCELLANEOUS

     10.1. Notices.

          (a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank or Documentation Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person

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or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

          (b) Electronic Communications.

               (i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

               (ii) Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent.

               (iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

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               (iv) Each of the Credit Parties, the Lenders, the Issuing Banks and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

     10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, each Borrower (severally and not jointly) agrees to pay promptly (a) all reasonable costs and expenses actually incurred by the Administrative Agent, Collateral Agent, Documentation Agent and the Syndication Agent in the preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrowers and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including documented allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrowers; (d) all reasonable costs and expenses actually incurred in creating, perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured Parties, including filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, notarial and translation costs and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all reasonable costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all reasonable costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees, notarial and translation costs (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in preserving or enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

     10.3. Indemnity.

          (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent

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such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender; provided further, that European Borrower and any Non-U.S. Subsidiary shall not be liable for any Indemnified Liabilities pursuant to this Section 10.3 attributable to the U.S. Borrower or any U.S. Subsidiary. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

          (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and each Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

     10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

     10.5. Amendments and Waivers.

          (a) Requisite Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom,

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shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrowers only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.

          (b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

               (i) extend the scheduled final maturity of any Loan or Note;

               (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

               (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

               (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

               (v) extend the time for payment of any such interest or fees;

               (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

               (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

               (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

               (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

               (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

          (c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

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               (i) increase any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender;

               (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

               (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 and Section 2.16(g), without the consent of Lenders holding more than 50% of the aggregate U.S. Term Loan Exposure of all Lenders, European Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

               (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;

               (v) amend, modify or waive this Agreement, the Pledge and Security Agreement or another Collateral Document so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; or

               (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

          (d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

     10.6. Successors and Assigns; Participations.

          (a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the

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successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Register. Borrowers, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon Local Time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrowers and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

          (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

               (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative Agent; and

               (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrowers and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, (y) in the case of Borrowers, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndication); provided, further each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the

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assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Term Loans.

          (d) Mechanics. Assignments of Term Loans by Lenders may be made with a manually executed Assignment Agreement and delivery to Administrative Agent of such Assignment Agreement together with a processing and recordation fee of $3,500 (other than as agreed by Administrative Agent and calculated by treating contemporaneous assignments by or to Related Funds as one assignment for such purposes), payable to the Administrative Agent. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, (i) with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(d) and (ii) non-U.S. withholding tax under the law of the jurisdiction in which each applicable European Borrower is located, or any treaty to which such jurisdiction is a party, as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(e).

          (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

          (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder);

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(iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon the applicable Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

          (g) Participations.

               (i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

               (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

               (iii) Each Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrowers’ prior written consent and (y) a participant that would be a Non-U.S. Lender to the Revolving Loans or Term Loans of the U.S. Borrower if it were a Lender shall not be entitled to the benefits of Section 2.20 unless each Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrowers, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrowers or any other Person in connection with the sale of any participation. To the extent permitted by law, each

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participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender.

          (h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Lender, as between Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. The parties hereto explicitly agree, for the purpose of article 1278 of the Luxembourg civil code and the extent necessary, that upon an assignment, transfer or novation by any party to the Credit Documents, the securities and guarantees created under any Credit Document shall be preserved for the benefit of the new Lender.

     10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

     10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

     10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or

137

against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

     10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

     10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     10.15. CONSENT TO JURISDICTION. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED

138

OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

     (b) EUROPEAN BORROWER AND EACH NON-U.S. GUARANTOR APPOINTS U.S. BORROWER AS ITS AGENT (IN SUCH CAPACITY, THE “PROCESS AGENT”) TO RECEIVE, ON ITS BEHALF, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS THAT MAY BE SERVED IN ANY SUCH PROCEEDING. SERVICE MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 HEREOF.

     10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS

139

MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.17. Confidentiality. Each Agent, and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding Holdings and its Subsidiaries and their businesses identified as such by Holdings and its Subsidiaries and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature and in any case with at least the same degree of care used in maintaining the confidentiality of its own confidential information, it being understood and agreed by Borrowers that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee under Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrowers and their obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrowers of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents. Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.

140

     10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, each applicable Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrowers.

     10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

     10.20. Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrowers and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

     10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Borrower in accordance with the PATRIOT Act.

     10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

141

     10.23. Judgment Currency.

          (a) If, for the purposes of obtaining or enforcing any judgment or award in any court, or for making or filing a claim or proof, it is necessary to convert a sum due hereunder in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, Administrative Agent could purchase the Original Currency with such Other Currency in New York, New York on the Business Day immediately preceding the day on which any such judgment, or any relevant part thereof, is given.

          (b) The obligations of Borrowers in respect of any sum due from it to any Agent or Lender hereunder shall, notwithstanding any judgment or award in such Other Currency, be discharged only to the extent that on the Business Day following receipt by such Agent or Lender of any sum adjudged to be so due in such Other Currency such Agent or Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the Original Currency so purchased is less than the sum originally due such Agent or Lender in the Original Currency, Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or Lender against such loss, and if the Original Currency so purchased exceeds the sum originally due to such Agent or Lender in the Original Currency, such Agent or Lender shall remit such excess to such Borrower.

     10.24. Release on Payment in Full. Lenders shall, upon the written request and at the expense of Borrowers, upon the termination of all Commitments, the payment in full of all Obligations and the cancellation, expiration or cash-collateralization (to the reasonable satisfaction of the Issuing Bank) of all Letters of Credit in accordance herewith, release the Liens of the Credit Documents if not theretofore released. Lenders shall, at Borrowers’ request and at no cost to Lenders, reasonably cooperate with Borrowers in assigning the Notes and Mortgages (without recourse) at payoff and will execute all documents reasonably necessary to evidence the discharge or such assignment of the Obligations.

     10.25. Authorization of Filing of Financing Statements. The Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Guarantor pursuant to the Collateral Documents to which it is a party, without the signature of any Guarantor, and naming any Guarantor or the Guarantors as debtors and the Collateral Agent as secured party. Each Guarantor authorizes the Collateral Agent to use the collateral description “all assets,” “all personal property, whether now existing or hereafter acquired,” “all of the debtor’s assets, whether now owned or hereafter acquired” or words of similar effect in any such financing statements filed or other filings for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted hereunder by such Guarantor.

[Remainder of page intentionally left blank]

142

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

THE U.S. BORROWER: AZ CHEM US INC.
By:	/s/ Gianpiero Lenza
	Name:
	Title:
THE EUROPEAN BORROWER: PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB)
By:	/s/ Gianpiero Lenza
	Name:
	Title:
THE U.S. GUARANTORS: AZ CHEM US HOLDINGS INC.
By:	/s/ Gianpiero Lenza
	Name:
	Title:
ARIZONA CHEMICAL COMPANY
By:	/s/ Gerald C. Marterer
	Name:	Gerald C. Marterer
	Title:	President

ARIZONA ARBORIS, INC.
By:	/s/ Gerald C. Marterer
	Name:	Gerald C. Marterer
	Title:	President
THE NON-U.S. GUARANTORS: Sweden: PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB)
By:	/s/ Gianpiero Lenza
	Name:
	Title:
INTERNATIONAL PAPER SWEDEN INVESTMENT COMPANY A.B.
By:	/s/ Juhani Tuovinen
	Name:	J. Tuovinen
	Title:	Director
ARIZONA CHEMICAL A.B.
By:	/s/ Juhani Tuovinen
	Name:	J. Tuovinen
	Title:	Director
PROSERPINA 1074 AB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN FINANCE AB)
By:	/s/ Gianpiero Lenza
	Name:
	Title:

SKÅLGULDET 219 KB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN FINANCE KB)
By:	/s/ Gianpiero Lenza
	Name:
	Title:
Finland: AZ CHEM FINLAND OY
By:	/s/ Gianpiero Lenza
	Name:
	Title:
INTERNATIONAL PAPER FINLAND INVESTMENT COMPANY OY
By:	/s/ Juhani Tuovinen
	Name:	J. Tuovinen
	Title:	Director
ARIZONA CHEMICAL OY
By:	/s/ Juhani Tuovinen
	Name:	J. Tuovinen
	Title:	Director
Luxembourg: AZ CHEM LUXEMBOURG FINANCE S.À.R.L.
By:	/s/ Gianpiero Lenza
	Name:
	Title:
The Netherlands: ARIZONA CHEMICAL B.V.
By:	/s/ Juhani Tuovinen
	Name:	J. Tuovinen
	Title:	Director

GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, Collateral Agent and a Lender
By:
	Authorized Signatory

BANK OF AMERICA, N.A. as Documentation Agent, Issuing Bank, Swing Line Lender and a Lender
By:	/s/ Brian K. Keeney
	Name:	Brian K. Keeney
	Title:	SVP

APPENDIX A-1
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

U.S. Term Loan Commitments

			Pro
Lender	U.S. Term Loan Commitment		Rata Share
Goldman Sachs Credit Partners L.P.	$	150,000,000.00		100	%
Total	$	150,000,000.00		100	%

APPENDIX A-1-1

APPENDIX A-2
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

European Term Loan Commitments

	European		Pro
Lender	Term Loan Commitment		Rata Share
Goldman Sachs Credit Partners L.P.	€	75,958,982.15		100	%
Total	€	75,958,982.15		100	%

APPENDIX A-2-1

APPENDIX A-3
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

Revolving Commitments

Lender	Revolving Commitment		Pro Rata Share
Goldman Sachs Credit Partners L.P.	$	60,000,000.00		100	%
Total	$	60,000,000.00		100	%

APPENDIX A-3-1

APPENDIX B

TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

Notice Addresses

AZ CHEM US INC.
PROSERPINA 1072 AB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN HOLDINGS AB)
PROSERPINA 1073 AB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN AB)
AZ CHEM US HOLDINGS INC.
ARIZONA CHEMICAL COMPANY
ARIZONA ARBORIS, INC.
INTERNATIONAL PAPER SWEDEN INVESTMENT COMPANY A.B.
ARIZONA CHEMICAL A.B.
PROSERPINA 1074 AB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN FINANCE AB)
SKÅLGULDET 219 KB (UNDER CHANGE OF NAME TO ARIZONA CHEM SWEDEN FINANCE KB)
AZ CHEM FINLAND OY
INTERNATIONAL PAPER FINLAND INVESTMENT COMPANY OY
ARIZONA CHEMICAL OY
AZ CHEM LUXEMBOURG FINANCE S.À.R.L.
ARIZONA CHEMICAL B.V.

c/o Rhône Capital LLC
5 Prince Gate
3rd Floor
Knightsbridge
London SW7 1QJ
Attention: Gianpiero Lenza
Facsimile: +44 207 761 1111

in each case, with a copy to:

Rhône Capital LLC
630 Fifth Avenue
27th Floor
New York, NY 10111
Attention: Andrew Oliver
Facsimile: (212) 218-6789

APPENDIX B-1

Arizona Chemical Company
Building 100
4600 Touchton Road E., Suite 1500
Jacksonville, FL 32246
Attention: Charles E. Nelson/Glenda Haynes
Facsimile: (904) 928-8771

GOLDMAN SACHS CREDIT PARTNERS L.P.,
Administrative Agent’s Principal Office and as Lender:

Goldman Sachs Credit Partners L.P.
c/o Goldman, Sachs & Co.
30 Hudson Street, 17th Floor
Jersey City, NJ 07302
Attention: Pedro Ramirez and Andrew Caditz
Telecopier: (212) 428-1243
Email and for delivery of final financial statements for posting: gsd.link@gs.com

with a copy to:

Goldman Sachs Credit Partners L.P.
1 New York Plaza
New York, New York 10004
Attention: Elizabeth Fischer and Rob Schatzman
Telecopier: (212) 902-3000

BANK OF AMERICA, N.A.

as Documentation Agent, Issuing Bank, Swing Line Lender and a Lender:

Bank of America, N.A.
50 North Laura Street
FL9-001-24-05
Jacksonville, FL 32202
Attn: Markella Carney

APPENDIX B-2

SCHEDULE 1.1A

SECURITY PRINCIPLES

Borrowers (collectively with the Guarantors and their Subsidiaries, the “Group”) and the Lenders have agreed and acknowledged that their rights and obligations under this Agreement, to the extent applicable, in respect of (i) the giving or taking of guarantees by or with respect to the Subsidiaries of European Borrower; (ii) the giving or taking of security by or with respect to the Subsidiaries of European Borrower; and (iii) all the rights and obligations associated with such giving or taking of guarantees and security by or with respect to the Subsidiaries of European Borrower, shall be subject to and limited by these Security Principles. The Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from all members of the Group in every European jurisdiction in which members of the Group are located. In particular:

1. general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, thin capitalization rules, retention of title claims and similar principles may limit the ability of a member of the Group to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise. If any such limit applies, the guarantees and security provided will be limited by a maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and subject to fiduciary duties of management or otherwise or may not be given at all;

2. the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent that it would incur any legal fees, registration fees, stamp duty, and any other fees, Taxes or costs directly associated with such security or guarantee which are materially disproportionate to the benefit obtained by the Lenders;

3. where there is material incremental cost involved in creating security over all assets owned by a Person in a particular category (e.g. real estate) the principle stated at paragraph 2 above shall apply and only the material assets in that category (e.g. material real estate) shall be subject to security;

4. it is expressly acknowledged that in certain jurisdictions it may be either impossible or materially impractical to grant guarantees or create security over certain categories of assets in which event such guarantees will not be granted and security will not be taken over such assets to the extent of such impossibility or material impracticability;

5. any assets subject to third party arrangements (including minority ownership arrangements) which may prevent the giving of a guaranty or the providing of security shall not be the subject of any security provided that, if the Administrative Agent reasonably determines that the relevant asset is material and the relevant Person reasonably determines that such endeavors will not have a material adverse effect

Schedule 1.1A-1

commercial relationships with third parties, the relevant member of the Group will use reasonable endeavors to obtain any necessary consent or waiver;

6. members of the Group will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant members of the Group or if, in the reasonable opinion of the directors of the relevant members of the Group, the same would conflict with the fiduciary duties of those directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer or result in any significant risk of legal liability for the directors of any member of the Group; provided, that the relevant Group member and/or its parent must use reasonable endeavors to overcome any such obstacle;

7. the giving of a guaranty, the granting of security or the terms or extent of such security should not be such that they materially restrict the running of the business of or materially adversely affect the Tax arrangements of any relevant member of the Group or its Affiliates (including the creation, pursuant to the Internal Revenue Code, of a potential Section 956 material deemed dividend) in the ordinary course; and

8. pledges over the assets owned by joint venture vehicles will not be required.

A. TERMS OF COLLATERAL DOCUMENTS

The following principles will be reflected in the terms of any security taken as part of this transaction:

1. security will not be enforceable until an Event of Default has occurred;

2. notification of pledges over bank accounts will be given to the bank holding the account provided that this is not inconsistent with the Group retaining control over the balance of the account;

3. notification of receivables security to debtors will only be given if an Event of Default has occurred;

4. notification of security over insurance policies will not be served on any insurer of Group assets until such time as an Event of Default has occurred;

5. the Collateral Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they will not contain additional representations or undertakings (such as in respect of insurance, further security, information or the payment of costs) unless these are the same as or consistent with those contained in this Agreement or relate to the creation, protection or perfection of the security and are market standard in the relevant jurisdiction;

6. in respect of share pledges, until an Event of Default has occurred, the pledgors should be permitted to retain and to exercise voting rights to any shares pledged by them

Schedule 1.1A-2

in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the pledgors should be permitted to receive and retain dividends on pledged shares/pay dividends upstream on pledged shares to the extent permitted under this Agreement with the proceeds to be available to the Group;

7. the Administrative Agent should only be able to exercise any power or attorney granted to it under the Collateral Documents following the occurrence of an Event of Default or failure to comply with a further assurance or perfection obligation;

8. the Collateral Documents should not operate so as to prevent transactions which are permitted under this Agreement or to require additional consents or authorizations;

9. the Collateral Documents will permit disposals of assets where such disposal is permitted under this Agreement and will include assurances for the Collateral Agent to do all things reasonably requested to release security in respect of the assets the subject of such disposal; and

10. the Collateral Documents will not accrue interest on any amount in respect of which interest is accruing under this Agreement.

B. GUARANTEES/SECURITY

1. Subject to the due execution of all relevant Collateral Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary Taxes, any other rights arising by operation of law, obtaining any relevant foreign legal opinions and subject to any qualifications which may be set out in this Agreement and any relevant legal opinions obtained and subject to the requirements of these Security Principles, it is further acknowledged that pursuant to each Collateral Document the Collateral Agent, shall:

(a) receive the benefit of an upstream, cross-stream and downstream guarantee and the security will be granted to secure all Obligations in accordance with these Security Principles;

(b) (in the case of those Collateral Documents creating pledges or charges over shares in Credit Party) obtain a first priority valid charge or analogous or equivalent encumbrance over all of the shares in issue at any time in that Credit Party which are owned by another Credit Party. Such Collateral Document shall be governed by the laws of the jurisdiction in which such Credit Party whose shares are being pledged is formed; and

(c) not require that any costs, fees, Taxes or other amounts payable in connection with any re-taking, novation or re-registration of any security in connection with an assignment or transfer by any Lender be for the account of the Group; provided that the Administrative Agent and Borrowers shall discuss in good faith the possibility to mitigate any such costs, fees, Taxes or other amounts.

Schedule 1.1A-3

2. In the case of guarantees and security to be granted and created by the Guarantors in the Netherlands, such guarantees and security shall be provided as soon as reasonably practicable and in any event within 90 days after the Closing Date (except with respect to the unconditional neutral or positive advice of the works council of any Credit Party organized in the Netherlands, which such Credit Party shall use its commercially reasonable efforts to obtain as soon as practicable after the Closing Date but not subject to the 90 day period) but in any event within any period required by law for the valid perfection of the relevant security interest without giving rise to any further period during which such security interest is voidable as a result of delay in its creation or perfection following the funding of Loans; provided, that, to the extent that any such entity is required by applicable law, as a condition to the granting of a guaranty or security, to receive a confirmation from its auditors that, after giving effect to the obligations assumed by it, it will be able to meet its financial obligations as they fall due (or any functionally equivalent confirmation), the relevant guarantee or security shall be granted (to the extent permitted by law or regulation) as promptly as reasonably practicable but in no event more than 90 days after the Closing Date.

3. If an obligor owns shares in a member of the Group that is not an obligor and is not incorporated in a Security Jurisdiction (to be mutually defined), no steps shall be taken to create or perfect security over those shares.

Schedule 1.1A-4

SCHEDULE 1.1B

MANDATORY COST FORMULAE

1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3.	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
4.	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(b) in relation to a Loan in any currency other than sterling:

E x 0.01 per cent. per annum.
  300

Where: E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

Schedule 1.1B-1

(c)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
(d)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and
(e)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.

If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7.

Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

the jurisdiction of its Facility Office; and

(f) any other information that the Administrative Agent may reasonably require for such purpose.

          Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

8. The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

Schedule 1.1B-2

9.	The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.
10.	The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.
11.	Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

The Administrative Agent may from time to time, after consultation with Holdings and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

Schedule 1.1B-3

Schedule 4.1

Jurisdictions of Organization and Qualification

Entity	Jurisdiction of Organization	Qualification
US Entities
AZ Chem US Holdings Inc.	Delaware
AZ Chem US Inc.	Delaware
Arizona Chemical Company	Delaware	Florida, Georgia, Louisiana, Massachusetts, New Jersey, Ohio
Arizona Arboris, Inc.	Delaware	Georgia
Swedish Entities
Proserpina 1072 AB (under change of name to Arizona Chem Sweden Holdings AB)	Sweden	N/A
Proserpina 1073 AB (under change of name to Arizona Chem Sweden AB)	Sweden	N/A
Proserpina 1074 AB (under change of name to Arizona Chem Sweden Finance AB)	Sweden	N/A
Skålguldet 219 KB (under change of name to Arizona Chem Sweden Finance KB)	Sweden	N/A
IP Sverige A.B.	Sweden	N/A
International Paper Sweden Investment Company A.B.	Sweden	N/A
Arizona Chemical A.B.	Sweden	N/A
French Entity
Arizona Chemical S.A.S.	France	N/A
Dutch Entity
Arizona Chemical B.V.		N/A
UK Entities
Union Camp Chemicals Limited	United Kingdom	N/A
Union Camp Chemicals (Pension Trustees) Ltd.	United Kingdom	N/A
Arizona Chemical Limited	United Kingdom	N/A
AZ Chem UK Limited	United Kingdom	N/A
Finnish Entities
International Paper Finland Investment Company	Finland	N/A

1

Credit and Guaranty Agreement

Entity	Jurisdiction of Organization	Qualification
Arizona Chemical Oy	Finland	N/A
AZ Chem Finland Oy	Finland	N/A
Mexican Entity
Arizona Chemical S. De R.L. de C.V. Plaza San Rafael	Mexico	N/A
Hong Kong Entity
Arizona Chemical Asia Limited	Hong Kong	N/A
Singapore Entity
Arizona Chemical Asia, Ltd.	Singapore	N/A
Luxembourg Entities
AZ Chem Luxembourg Finance S.à.r.l.	Luxembourg	N/A
AZ Chem Luxembourg Holdings S.à.r.l.	Luxembourg	N/A

2

Schedule 4.2

Interests

Party	Direct Subsidiary	Percentage of Share Owned
Proserpina 1072 AB (under change of name to Arizona Chem Sweden Holdings AB)	Proserpina 1073 AB (under change of name to Arizona Chem Sweden AB)   AZ Chem US Holdings Inc.	100%     100%
AZ Chem US Holdings Inc.	AZ Chem US Inc.		100	%
AZ Chem US Inc.	Arizona Chemical Company		100	%
Arizona Chemical Company	Arizona Chemical S. De R.L. de C.V. Plaza San Rafael   Arizona Chemical Asia Limited — Hong Kong   Arizona Arboris, Inc.	99.67%     100%     100%
Arizona Arboris, Inc.	Arboris, LLC		10	%
Arizona Chemical Asia Limited — Hong Kong	Arizona Chemical Asia, Ltd - Singapore		100	%
Proserpina 1073 AB (under change of name to Arizona Chem Sweden AB)	International Paper Sweden Investment Company AB   AZ Chem UK Limited   AZ Chem Finland Oy   Proserpina 1074 AB (under change of name to Arizona Chem Sweden Finance AB)   Skålguldet 219 KB (under change of name to Arizona Chem Sweden Finance KB)	100%     100%   100%   100%     1%
AZ Chem UK Limited	Union Camp Chemical Limited		100	%
Union Camp Chemical Limited	Union Camp Chemical (Pension Trustees) Limited		100	%
International Paper Sweden Investment Company AB	IP Sverige AB   Arizona Chemical S.A.S.	100%   100%
IP Sverige AB	Arizona Chemical AB		100	%
Arizona Chemical AB	Arizona Chemical Limited   Arizona Chemical B.V.	100%   100%
Proserpina 1074 AB (under change of name to Arizona Chem Sweden Finance AB)	AZ Chem Luxembourg Finance S.à.r.l.		100	%
AZ Chem Luxembourg Finance S.à.r.l.	Skålguldet 219 KB (under change of name to Arizona		99	%

3

Credit and Guaranty Agreement

Party	Direct Subsidiary	Percentage of Share Owned
	Chem Sweden Finance KB)
AZ Chem Finland Oy	International Paper Finland Investment Company Oy		100	%
International Paper Finland Investment Company Oy	Arizona Chemical Oy		100	%

4

Schedule 4.12

Real Property Assets

4.12 (a)

None.

4.12 (b)

1.	Arizona Chemical Company (“ACC”) — 8.367 acre parcel of land, together with the improvements thereon, in the City of Savannah, Chatham County, Georgia. There is a Master Ground Lease, dated as of July 30, 2002, between ACC and Arizona Arboris, Inc. covering a portion of the parcel owned by ACC. The premises covered by the Master Ground Lease are the subject of a Ground Lease, dated as of July 30, 2002, between Arizona Arboris, Inc. and Arboris, LLC.
2.	ACC — two parcels of land in the City of Savannah, Chatham County, Georgia.
3.	ACC — four parcels of land in the City of Port St. Joe, Gulf County, Florida.
4.	ACC — twenty three parcels of land in Bay County, Florida.
5.	ACC — a 7.03 acre parcel, a 26.9 acre parcel, a 2.319 acre parcel and a 0.8016 acre parcel, each with the improvements thereon, in the City of Valdosta, Lowndes County, Georgia.
6.	Union Camp Chemicals (UK) Limited — a parcel of land in District Wansbeck, County Northumberland, United Kingdom, having a street address of West Sleekburn, Bedlington Northumberland, Bedlington, UK NE227DH — HM Land Registry Title Number ND 57985.
7.	Union Camp Chemicals (UK) Limited — a parcel of land and the buildings thereon in District Chester Le Street, County Durham, United Kingdom — HM Land Registry Title Number DU 90918. A piece of this property has been sold by the Arizona Chemical Companies.
8.	Union Camp Chemicals (UK Limited — a parcel of land in District Chester Le Street, County Durham, United Kingdom — HM Land Registry Title Number DU 217579.
9.	Arizona Chemical S.A.S. — a parcel of land and the buildings thereon in Niort Section EY9, France, having a street address of 262-266 street Jean Jaures, F-79000 NIORT.
10.	Arizona Chemical A.B. — a parcel of land and the buildings thereon in Sandarne, Sweden, having a street address of Massvagen 3-11, 15A, B, 820 22 Sandarne.
11.	ACC — two parcels of land in the City of Dover, Tuscarawas County, Ohio.

5

Credit and Guaranty Agreement

12.	ACC — three parcels of land, together with the improvements thereon, in the Township of Goshen, Tuscarawas County, Ohio.
13.	ACC — a 19.77 acre parcel of land, together with the improvements thereon, in the City of Pensacola, Escambia County, Florida.
14.	ACC — the acidulation plant located on the Leased Premises in Savannah, Georgia.
15.	ACC — In connection with the sale of ACC, prior to Closing, International Paper will be transferring to ACC (i) an approximately 12 acre parcel of land in the City of Savannah, Chatham County, Georgia and (ii) a 2.49 acre parcel of land in the City of Savannah, Chatham County, Georgia.

Leased Real Property

1.	Office Lease Agreement between Gran Central Corp. and ACC, dated July 7, 1999, and Second Amendment thereto, dated June 5, 2000, and Third Amendment thereto, dated August 28, 2000, and Fourth Amendment thereto, dated March 3, 2004, covering space at 4600 Touchton Road East, Jacksonville, Florida. See also that certain Memorandum of Lease Commencement and Amendment Agreement, dated as of November 15, 2000, between Flagler Development Company. (fka Gran Central Corp.).
2.	Lease Agreement between Jacksonville Concourse, Ltd. and Union Camp Corp., covering space at 5220 Belfort Road, Jacksonville, Florida, dated March 6, 1998. On or about May 1, 1999, Union Camp Corp. was merged into IP and the aforesaid Lease Agreement was assigned by IP to ACC. By that certain Sublease, dated July 20, 2000, ACC subleased the premises covered by the aforesaid Lease Agreement to Lumbermens Mutual Casualty Company. By that certain Assignment and Assumption of Lease, dated June, 2002, Lumbermens Mutual Casualty Company assigned the aforesaid Sublease to Trinity Universal Insurance Company.
3.	Office Service Agreement between Brickell Avenue d/b/a/ VANTAS and ACC covering space at 1221 Brickell Avenue, Miami, Florida, dated October 13, 1999.
4.	Lease between Reichhold Chemicals, Inc. and ACC covering 31.51 acres of land, together with the improvements thereon, in the City of Pensacola, Escambia County, Florida, dated as of September 19, 1989.
5.	Lease between ING Real Estate and Arizona Chemical B.V. covering office space in Almere, The Netherlands, dated October 7, 1998.
6.	Lease between Arizona Chemical Oy and Storaenso Oyj covering approximately 89.500 square meters of site no. 24 in block 1 in the Nuottasaari district of the City of Oulu, Finland, dated August 31, 2006.

6

Credit and Guaranty Agreement

7.	Agreement for Temmeksentie 3, Oulu, Finland, dated Sep. 30th, 1999, between Arizona Chemical Oy and Storaenso Timber Oy Ltd, transferred to Soinitilat Oy on November 12th, 2001 (620 square meters office space).
8.	Agreement for Temmeksentie 3, Oulu, Finland, dated March 17, 2005, between Arizona Chemical Oy and Soinitilat Oy (412 square meters office space).
9.	Agreement for Temmeksentie 3, Oulu, Finland, dated August 31, 2006, between Arizona Chemical Oy and Soinitilat Oy (90 square meters office space).
10.	Lease between Mr. and Mrs. Torrelli Alexis and Arizona Chemical S.A.S. for office space in Nice, France, dated August 1, 2001.
11.	Marianna Warehouse Services Agreement between ACC and WJW Associates, Ltd., dated December 1, 2005, and Addendum 2 thereto, dated April 26, 2006, and Addendum 3 thereto, dated October 5, 2006.
12.	Lease among Arizona Chemical Company S. de R.L. de C.V., ING Juan Jose Olvera Ezouerra and SR. Joaquin Alegria Martinez for office space in San Juan del Rio, Mexico, dated March 1, 2003.
13.	Lease Agreement, dated March 23, 1979, between SWF Gulf Coast, Inc. and ACC for certain parcels of land in Panama City, Fl.

7

Credit and Guaranty Agreement

Schedule 4.15

Material Contracts

1.	Reference Rebate Agreement within the 2006 Supply & Rebate Agreement between ACC and National Starch and Chemical Company (Buyer), dated July 17, 2006.
2.	Supply Agreement between ACC and Ennis Paint Corp. (“Buyer”), dated February 16, 2006.
3.	Americas Sales Contract and Rebate Agreement between ACC and Bostik Inc., (“Buyer”), dated June 8, 2005.
4.	Supply Contract between ACC and Bostik Inc. (“Buyer”), dated September 10, 2005.
5.	Investment and Supply Agreement between Arizona Chemical B.V. and Bostik Findley S.A., dated February 10, 2004.
6.	Quad Graphics Rebate Agreement between ACC and Chemical Research/Technology, dated January 18, 2006.
7.	Global Tackifier Resin Supply Contract & Rebate Agreement between ACC and H.B. Fuller Company (“Buyer”), dated May 15, 2005.
8.	Hot Melt Polyamides (HMPA) Manufacturing Agreement between ACC and H. B. Fuller (based on intellectual property obtained from H. B. Fuller by ACC for purposes of “toll” manufacture originally), dated May 2, 2005.

8

Credit and Guaranty Agreement

Schedule 4.19

Employee Benefit Plans

None.

9

Credit and Guaranty Agreement

Schedule 5.11

Mortgaged Properties

City	Owner	Description	Location	State/Country
Panama City	Arizona Chemical	Panama City Plant	South End of Everett Street	FL
Dover	Arizona Chemical	Dover Plant	875 Harger Street	OH
Savannah	Arizona Chemical	Savannah Plant	West Lathrop Avenue	GA
Sandarna	Arizona Chemical AB	Sandarna Plant	Box 66 820 22 Sandarna, Sweden	Sweden
Oulu	Arizona Chemical Oy	Oulu Plant	Temmeksentie 3	Finland

10

Credit and Guaranty Agreement

Schedule 6.1 Indebtedness

None.

11

Credit and Guaranty Agreement

Schedule 6.2 Liens

None.

12

Credit and Guaranty Agreement

Schedule 6.5 Restrictions on Subsidiary Distributions

None.

13

Credit and Guaranty Agreement

Schedule 6.6 Investments

None.

14

Credit and Guaranty Agreement

Schedule 6.11 Affiliate Transactions

None.

15

EXHIBIT A-1 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

FUNDING NOTICE

     Reference is made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     Pursuant to Section [2.1] [and] [2.2] [and] [2.3] of the Credit Agreement, [U.S. Borrower][European Borrower][Borrowers] desire[s] that Lenders make the following Loans to [U.S. Borrower][European Borrower][Borrowers] in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”):

U.S. Term Loans
o	Base Rate Loans:	$[     ,     ,     ]
o	Eurodollar Rate Loans, with an initial Interest Period of            month(s):
		$[     ,     ,     ]
European Term Loans
o	Base Rate Loans:	$[     ,     ,     ]
o	Eurodollar Rate Loans, with an initial Interest Period of            month(s):
		[€]$[     ,     ,     ]
Revolving Loans
o	Base Rate Loans:	$[     ,     ,     ]
o	Eurodollar Rate Loans, with an initial Interest Period of            month(s):
		[€]$[     ,     ,     ]
Swing Line Loans:		$[     ,     ,     ]

     [U.S. Borrower][European Borrower][Borrowers] hereby certif[ies][y] that:

     (i) after making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

EXHIBIT A-1-1

     (ii) as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

     (iii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	[AZ CHEM US INC.
	By:
		Name:
		Title:]
	[PROSERPINA 1073 AB
	By:
		Name:
		Title:]

EXHIBIT A-1-2

EXHIBIT A-2 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

CONVERSION/CONTINUATION NOTICE

     Reference is made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware Corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     Pursuant to Section 2.9 of the Credit Agreement, [U.S. Borrower] [European Borrower] desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

1. U.S. Term Loans:

$[     ,     ,     ]	Eurodollar Rate Loans to be continued with Interest Period of [          ] month(s)
$[     ,     ,     ]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [          ] month(s)
$[     ,     ,     ]	Eurodollar Rate Loans to be converted to Base Rate Loans

2. European Term Loans:

[€][     ,     ,     ] Eurodollar Rate Loans to be continued with Interest Period of [          ] month(s)

3. Revolving Loans of U.S. Borrower:

$[     ,     ,     ]	Eurodollar Rate Loans to be continued with Interest Period of [          ] month(s)
$[     ,     ,     ]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of            month(s)
$[     ,     ,     ]	Eurodollar Rate Loans to be converted to Base Rate Loans

4. Revolving Loans of European Borrower:

[€][     ,     ,     ] Eurodollar Rate Loans to be continued with Interest Period of [          ] month(s)

     [U.S. Borrower] [European Borrower] hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default.

[Signature Page Follows]

EXHIBIT A-2-1

Date: [mm/dd/yy]	[AZ CHEM US INC.
	By:
		Name:
		Title:]
	[PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB)
	By:
		Name:
		Title:]

EXHIBIT A-2-2

EXHIBIT A-3 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

ISSUANCE NOTICE

     Reference is made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware Corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and as Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     Pursuant to Section 2.4 of the Credit Agreement, [U.S. Borrower][European Borrower] desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”) in an aggregate face amount of [$[     ,     ,     ]] [€[     ,     ,     ]].

     Attached hereto for each such Letter of Credit are the following:

(a)	the stated amount of such Letter of Credit;
(b)	the name and address of the beneficiary;
(c)	the expiration date; and
(d)	either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.

     [U.S. Borrower][European Borrower] hereby certifies that:

     (i) after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

     (ii) as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

     (iii) as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Default.

[Signature Page Follows]

EXHIBIT A-3-1

Date: [mm/dd/yy]	[AZ CHEM US INC.
	By:
		Name:
		Title:]
	[PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB)
	By:
		Name:
		Title:]

EXHIBIT A-3-2

EXHIBIT B-1 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

U.S. TERM LOAN NOTE

$[1][      ,      ,      ]
[2][mm/dd/yy]	New York, New York

     FOR VALUE RECEIVED, AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[     ,     ,     ][1]) in the installments referred to below.

     U.S. Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among U.S. Borrower, PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     U.S. Borrower shall make scheduled principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

     This Note is one of the “U.S. Term Loan Notes” in the aggregate principal amount of $140,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, U.S. Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of U.S. Borrower hereunder with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the option of U.S. Borrower, each as provided in the Credit Agreement.

[1]	Lender’s U.S. Term Loan Commitment
[2]	Closing Date

EXHIBIT B-1-1

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF U.S. BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     U.S. Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. U.S. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-1-2

     IN WITNESS WHEREOF, U.S. Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AZ CHEM US INC.
By:
	Name:
	Title:

EXHIBIT B-1-3

EXHIBIT B-2 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

EUROPEAN TERM LOAN NOTE

€[1][      ,      ,      ]
[2][mm/dd/yy]	New York, New York

     FOR VALUE RECEIVED, PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][EURO] (€ [1][     ,     ,     ]) in the installments referred to below.

     European Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among European Borrower, AZ CHEM US INC., a Delaware corporation, (“U.S. Borrower”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     European Borrower shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

     This Note is one of the “European Term Loan Notes” in the aggregate principal amount of $100,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of European Borrower hereunder with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the option of European Borrower, each as provided in the Credit Agreement.

[1]	Lender’s European Term Loan Commitment
[2]	Closing Date

EXHIBIT B-2-1

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF EUROPEAN BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     European Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. European Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2-2

     IN WITNESS WHEREOF, European Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB)
By:
	Name:
	Title:

EXHIBIT B-2-3

EXHIBIT B-3 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

REVOLVING LOAN NOTE

$[1][      ,      ,      ]
[2][mm/dd/yy]	New York, New York

     FOR VALUE RECEIVED, AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”) and PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”) (jointly but not severally), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before February 28, 2012, the lesser of (a) [1][DOLLARS] ($[1][     ,     ,     ]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans under the Credit Agreement referred to below.

     U.S. Borrower and European Borrower (jointly but not severally) also promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain First Lien Credit and Guaranty Agreement, dated as of dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among U.S. Borrower, European Borrower, PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of $50,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, U.S. Borrower and European Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of U.S. Borrower and European Borrower hereunder with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the option of U.S. Borrower and European Borrower, each as provided in the Credit Agreement.

[1]	Lender’s Revolving Commitment
[2]	Closing Date

EXHIBIT B-3-1

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF U.S. BORROWER AND EUROPEAN BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     U.S. Borrower and European Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. U.S. Borrower and European Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-3-2

     IN WITNESS WHEREOF, U.S. Borrower and European Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AZ CHEM US INC.
By:
	Name:
	Title:
PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB)
By:
	Name:
	Title:

EXHIBIT B-3-3

TRANSACTIONS ON
REVOLVING LOAN NOTE

	Amount of Loan	Amount of Principal	Outstanding Principal	Notation
Date	Made This Date	Paid This Date	Balance This Date	Made By

EXHIBIT B-3-4

EXHIBIT B-4 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

SWING LINE NOTE

$[1]5,000,000
[2][mm/dd/yy]	New York, New York

     FOR VALUE RECEIVED, AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”)], promises to pay to Swing Line Lender (“Payee”), on or before February 28, 2012, the lesser of (a) FIVE MILLION DOLLARS ($5,000,000) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to below.

     Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among U.S. Borrower, PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden, PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

     This Note is subject to mandatory prepayment and to prepayment at the option of U.S. Borrower, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF U.S. BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

[1]	Swing Line Sublimit
[2]	Closing Date

EXHIBIT B-4-1

     U.S. Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. U.S. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-4-2

     IN WITNESS WHEREOF, U.S. Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AZ CHEM US INC.
By:
	Name:
	Title:

EXHIBIT B-4-3

TRANSACTIONS ON
SWING LINE NOTE

	Amount of Loan	Amount of Principal	Outstanding Principal	Notation
Date	Made This Date	Paid This Date	Balance This Date	Made By

EXHIBIT B-4-4

EXHIBIT C TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the Chief Financial Officer of PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB) (“Holdings”).

     2. I have reviewed the terms of that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of each of the Borrowers and their respective Subsidiaries during the accounting period covered by the attached financial statements.

     3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which such Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

     The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered [mm/dd/yy] pursuant to Section 5.1(c) of the Credit Agreement.

PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB)
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT C-1

ANNEX A TO
COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].

1.	Consolidated Adjusted EBITDA: (i) - (ii) =			$	[     ,     ,     ]
	(i)	(a)	Consolidated Net Income:	$	[     ,     ,     ]
		(b)	Consolidated Interest Expense:	$	[     ,     ,     ]
		(c)	provisions for taxes based on income:	$	[     ,     ,     ]
		(d)	total depreciation expense:	$	[     ,     ,     ]
		(e)	total amortization expense:
		(f)	Transaction Costs incurred and paid in the period1:	$	[     ,     ,     ]
		(g)	Management Fees paid or accruing in such period2:	$	[     ,     ,     ]
		(h)	Cash severance payments in connection with plant closures3 related to the Acquisition:	$	[     ,     ,     ]
		(i)	Cash stand alone costs incurred prior to the date that is eighteen months after the Closing Date4:	$	[     ,     ,     ]
		(j)	Cash expenses related to third party advisors for services provided regarding acquisitions or divestitures permitted by the Credit Agreement:	$	[     ,     ,     ]
		(k)	Cash financing charges5:	$	[     ,     ,     ]
		(l)	unusual and non-recurring Cash charges:	$	[     ,     ,     ]
		(m)	Cash expenses6:	$	[     ,     ,     ]
		(n)	one-time third party professional costs7:	$	[     ,     ,     ]

1	To the extent expensed and in an aggregate amount not to exceed $22,000,000.
2	To the extent not added back in a prior period and in amount not to exceed $2,000,000 per Fiscal Year.
3	Including partial plant closures.
4	Associated with the transition of Holdings and its Subsidiaries to a stand alone basis including fees paid to the Seller for transition services, fees paid to third parties for one time transition and migration services, and other expenses which are one time in nature and specifically related to readying the business for stand alone operations in an aggregate amount not to exceed $10,000,000.
5	Including fees, expenses, underwriting discounts, prepayment premiums, including amounts paid under the Credit Agreement or in connection with the incurrence of any other Indebtedness permitted by the Credit Agreement.
6	Excluding severance payments and in connection with closures and consolidation of plants (including partial plant closures) in an aggregate amount not to exceed $10,000,000 per Fiscal Year.
7	Paid in Cash in connection with plant efficiency projects in an aggregate amount not to exceed $6,000,000.

EXHIBIT C-2

		(o)	other non-Cash charges reducing Consolidated Net Income8:	$	[     ,     ,     ]
	(ii)	other non-Cash gains increasing Consolidated Net Income9:		$	[     ,     ,     ]
2.	Consolidated Capital Expenditures:			$	[     ,     ,     ]
3.	Consolidated Interest Expense:			$	[     ,     ,     ]
4.	Consolidated Current Assets:			$	[     ,     ,     ]
5.	Consolidated Current Liabilities:			$	[     ,     ,     ]
6.	Consolidated Excess Cash Flow: (i) - (ii) =			$	[     ,     ,     ]
	(i)	(a)	Consolidated Adjusted EBITDA:	$	[     ,     ,     ]
		(b)	Consolidated Working Capital Adjustment:	$	[     ,     ,     ]
	(ii)	(a)	scheduled repayments of Indebtedness for borrowed money10:	$	[     ,     ,     ]
		(b)	Consolidated Capital Expenditures11:	$	[     ,     ,     ]
		(c)	Consolidated Interest Expense:	$	[     ,     ,     ]
		(d)	provisions for current taxes based on income of Holdings and its Subsidiaries and payable in cash with respect to such period:	$	[     ,     ,     ]
7.	Consolidated Interest Expense:			$	[     ,     ,     ]
8.	Consolidated Net Income: (i) - (ii) =			$	[     ,     ,     ]
	(i)	the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP:		$	[     ,     ,     ]
	(ii)	(a)	the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions

8	Excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period.
9	Excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash items in any prior period.
10	Excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments.
11	Net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures.

EXHIBIT C-3

			actually paid to Holdings or any of its Subsidiaries by such Person during such period:	$	[     ,     ,     ]
		(b)	the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries:	$	[     ,     ,     ]
		(c)	the income of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:	$	[     ,     ,     ]
		(d)	any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan:	$	[     ,     ,     ]
		(e)	to the extent not included in clauses (ii)(a) through (d) above, any net extraordinary gains or net extraordinary losses:	$	[     ,     ,     ]
9.	Consolidated Total Debt12:			$	[     ,     ,     ]
10.	Consolidated Working Capital: (i) - (ii) =			$	[     ,     ,     ]
	(i)	Consolidated Current Assets:		$	[     ,     ,     ]
	(ii)	Consolidated Current Liabilities:		$	[     ,     ,     ]
11.	Consolidated Working Capital Adjustment: (i) - (ii) =			$	[     ,     ,     ]
	(i)	Consolidated Working Capital as of the beginning of such period:		$	[     ,     ,     ]
	(ii)	Consolidated Working Capital as of the end of such period:		$	[     ,     ,     ]
12.	Interest Coverage Ratio: (i)/(ii) =
	(i)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended:		$	[     ,     ,     ]
	(ii)	Consolidated Interest Expense for such four-Fiscal Quarter Period13:		$	[     ,     ,     ]

12 Minus up to $25,000,000 of unrestricted Cash and Cash Equivalents of any Credit Party.

EXHIBIT C-4

			Actual:		.     :1.00
			Required:		.     :1.00
13.	Leverage Ratio: (i)/(ii) =
	(i)	Consolidated Total Debt		$	[     ,     ,     ]
	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended:		$	[     ,     ,     ]
			Actual:		.     :1.00
			Required:		.     :1.00
14.	Consolidated Adjusted EBITDA
			Actual:	$	[     ,     ,     ]
			Required:	$	[     ,     ,     ]
15.	Maximum Consolidated Capital Expenditures:
			Actual:	$	[     ,     ,     ]
			Required:	$	[     ,     ,     ]
	plus, 50% of the excess, if any of such amount for the immediately preceding Fiscal Year over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year14:			$	[     ,     ,     ]

13	Provided that with respect to any calculation period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be calculated for the period from the Closing Date to such date of determination divided by the number of days in such period multiplied by 365.
14	The permitted amount for any Fiscal Year shall be calculated by utilizing the Carryforward prior to utilizing the Base CapEx Amount for such Fiscal Year.

EXHIBIT C-5

EXHIBIT D TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AGREEMENT

     This Assignment Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an Affiliate/Approved Fund1]
3.	Borrowers:	AZ CHEM US INC., a Delaware corporation and PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden.
4.	Administrative Agent:	GOLDMAN SACHS CREDIT PARTNERS L.P., as the administrative agent under the Credit Agreement.
5.	Credit Agreement:	The $290,000,000 First Lien Credit and Guaranty Agreement dated as of February 28, 2007, among AZ CHEM US INC., PROSERPINA 1073 AB , the Lenders parties thereto, Administrative Agent, and the other agents parties thereto.
6.	Assigned Interest:

1 Select as applicable

EXHIBIT D-1

	Aggregate Amount of	Amount of
	Commitment/Loans	Commitment/Loans	Percentage Assigned of
Facility Assigned	for all Lenders	Assigned	Commitment/Loans2
3	$	$		%
	$	$		%
	$	$		%

Effective Date:           , 20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
3	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Loan Commitment”, etc.)

EXHIBIT D-2

     The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]⁴ Accepted:

GOLDMAN SACHS CREDIT PARTNERS L.P.
  as Administrative Agent

By:     Authorized Signatory

[Consented to:]⁵

AZ CHEM US INC.

By:     Title:

PROSERPINA 1073 AB
(under change of name to ARIZONA CHEM SWEDEN AB)

By:     Title:

4	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
5	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT D-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1

Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

EXHIBIT D-4

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT D-5

EXHIBIT E TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON-BANK STATUS

     Reference is made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation, PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden, PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent. Pursuant to Section 2.20(d) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]
By:
	Name:
	Title:

EXHIBIT E-1

EXHIBIT F-1 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

     THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

     1. We are, respectively, the chief executive officer and chief financial officer of PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”).

     2. We have reviewed the terms of Section 3 of the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB, a limited liability company organized under the laws of Sweden (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), Holdings, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein.

     3. Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrowers, that as of the date hereof:

     (i) the representations and warranties contained in each of the Credit Documents are true, correct and complete in all respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date;

     (ii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby; and

     (iii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

     4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the Related Agreements, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 3.

     5. Each Credit Party has requested that Sullivan & Cromwell LLP, as well as counsel in the Netherlands, Finland, France, Sweden, the United Kingdom and Luxembourg, deliver to Agents and Lenders on the Closing Date favorable written opinions in form and substance reasonably satisfactory to the Administrative Agent.

     6. Attached hereto as Annex B are true, complete and correct copies of (a) the Historical Financial Statements, (b) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related

EXHIBIT F-1-1

financings and the other transactions contemplated by the Credit Documents and the Related Agreements, and (c) the Projections.

     The foregoing certifications are made and delivered as of February 28, 2007.

PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB)
By:
	Name:
	Title:	Chief Executive Officer
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT F-1-2

EXHIBIT F-2 TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

     THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the chief financial officer of PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”).

     2. Reference is made to that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”), Holdings, certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent.

     3. I have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, together with each of the Related Agreements, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

     4. Based upon my review and examination described in paragraph 3 above, I certify that as of the date hereof, after giving effect to the consummation of the transactions contemplated by the Related Agreements, the related financings and the other transactions contemplated by the Credit Documents and the Related Agreements, each Credit Party is Solvent.

     This certificate is being executed and delivered by the undersigned in his capacity as a director of the Borrowers and no personal liability will attach to the undersigned in connection with the execution and delivery of this certificate.

     The foregoing certifications are made and delivered as of February 28, 2007.

By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT F-2-1

EXHIBIT G TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

     This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered pursuant to that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a [___] organized under the laws of Sweden (“European Borrower”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a [___] organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent and BANK OF AMERICA, N.A., as Documentation Agent.

Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:

     (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

     (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;

     (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

     (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

     (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

EXHIBIT G-1

     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[Remainder of page intentionally left blank]

EXHIBIT G-2

     IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Address for Notices:

Attention:
Telecopier

with a copy to:

Attention:
Telecopier

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent and Collateral Agent

By:     Authorized Signatory

EXHIBIT G-3

EXHIBIT H TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

RECORDING REQUESTED BY:

Latham & Watkins LLP

AND WHEN RECORDED MAIL TO:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attn: Marcus Dougherty, Esq.

Re: AZ CHEM US INC. AND PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB)

Space above this line for recorder’s use only

LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

     This LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT (this “Agreement”) is dated as of [mm/dd/yy] and entered into by [NAME OF LANDLORD] (“Landlord”), to and for the benefit of GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for Lenders and Lender Counterparties (in such capacity “Collateral Agent”).

RECITALS:

     WHEREAS, [NAME OF GRANTOR], a [Type of Person] (“Tenant”), has possession of and occupies all or a portion of the property described on Exhibit A annexed hereto (the “Premises”);

     WHEREAS, Tenant’s interest in the Premises arises under the lease agreement (the “Lease”) more particularly described on Exhibit B annexed hereto, pursuant to which Landlord has rights, upon the terms and conditions set forth therein, to take possession of, and otherwise assert control over, the Premises;

     WHEREAS, reference is made to that certain First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (“European Borrower”, and, together with U.S. Borrower, “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a limited liability company organized under the laws of Sweden (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to

EXHIBIT H-1

time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent, pursuant to which Tenant has executed a security agreement, mortgages, deeds of trust, deeds to secure debt and assignments of rents and leases, and other collateral documents in relation to the Credit Agreement;

     WHEREAS, Tenant’s repayment of the extensions of credit made by Lenders under the Credit Agreement will be secured, in part, by all Inventory of Tenant (including all Inventory of Tenant now or hereafter located on the Premises (the “Subject Inventory”)) and all Equipment used in Tenant’s business (including all Equipment of Tenant now or hereafter located on the Premises (the “Subject Equipment”; and, together with the Subject Inventory, the “Collateral”)); and

     WHEREAS, Collateral Agent has requested that Landlord execute this Agreement as a condition to the extension of credit to Tenant under the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby represents and warrants to, and covenants and agrees with, Collateral Agent as follows:

     1. Landlord hereby (a) waives and releases unto Collateral Agent and its successors and assigns any and all rights granted by or under any present or future laws to levy or distraint for rent or any other charges which may be due to Landlord against the Collateral, and any and all other claims, liens and demands of every kind which it now has or may hereafter have against the Collateral, and (b) agrees that any rights it may have in or to the Collateral, no matter how arising (to the extent not effectively waived pursuant to clause (a) of this paragraph 1), shall be second and subordinate to the rights of Collateral Agent in respect thereof. Landlord acknowledges that the Collateral is and will remain personal property and not fixtures even though it may be affixed to or placed on the Premises.

     2. Landlord certifies that (a) Landlord is the landlord under the Lease, (b) the Lease is in full force and effect and has not been amended, modified, or supplemented except as set forth on Exhibit B annexed hereto, (c) to the knowledge of Landlord, there is no defense, offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord under the Lease, (d) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no knowledge of the occurrence of any other default under or in connection with the Lease, and (e) except as disclosed to Collateral Agent, no portion of the Premises is encumbered in any way by any deed of trust or mortgage lien or ground or superior lease.

     3. Landlord consents to the installation or placement of the Collateral on the Premises, and Landlord grants to Collateral Agent a license to enter upon and into the Premises to do any or all of the following with respect to the Collateral: assemble, have appraised, display, remove, maintain, prepare for sale or lease, repair, transfer, or sell (at public or private sale). In entering upon or into the Premises, Collateral Agent hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, liabilities, costs and expenses incurred by Landlord caused solely by Collateral Agent’s entering upon or into the Premises and taking any of the foregoing actions with respect to the Collateral. Such costs shall include any damage to the Premises made by Collateral Agent in severing and/or removing the Collateral therefrom.

     4. Landlord agrees that it will not prevent Collateral Agent or its designee from entering upon the Premises at all reasonable times to inspect or remove the Collateral. In the event that Landlord has the right to, and desires to, obtain possession of the Premises (either through expiration of the Lease or termination thereof due to the default of Tenant thereunder), Landlord will deliver notice (the “Landlord’s Notice”) to Collateral Agent to that effect. Within the 45 day period after Collateral Agent receives the Landlord’s Notice, Collateral Agent shall have the right, but not the

EXHIBIT H-2

obligation, to cause the Collateral to be removed from the Premises. During such 45 day period, Landlord will not remove the Collateral from the Premises nor interfere with Collateral Agent’s actions in removing the Collateral from the Premises or Collateral Agent’s actions in otherwise enforcing its security interest in the Collateral. Notwithstanding anything to the contrary in this paragraph, Collateral Agent shall at no time have any obligation to remove the Collateral from the Premises.

     5. Landlord shall send to Collateral Agent a copy of any notice of default under the Lease sent by Landlord to Tenant. In addition, Landlord shall send to Collateral Agent a copy of any notice received by Landlord of a breach or default under any other lease, mortgage, deed of trust, security agreement or other instrument to which Landlord is a party which may affect Landlord’s rights in, or possession of, the Premises.

     6. All notices to Collateral Agent under this Agreement shall be in writing and sent to Collateral Agent at its address set forth on the signature page hereof by telefacsimile, by United States mail, or by overnight delivery service.

     7. The provisions of this Agreement shall continue in effect until Landlord shall have received Collateral Agent’s written certification that all amounts advanced under the Credit Agreement have been paid in full.

     8. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles.

[Remainder of page intentionally left blank]

EXHIBIT H-3

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the day and year first set forth above.

[NAME OF LANDLORD]
By:
	Name:
	Title:

Attention:
Telecopier:

     By its acceptance hereof, as of the day and year first set forth above, Collateral Agent agrees to be bound by the provisions hereof.

GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral Agent
By:
	Authorized Signatory

Attention:
Telecopier:

[APPROPRIATE NOTARY BLOCKS]

EXHIBIT H-4

EXHIBIT A TO
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

Legal Description of Premises:

EXHIBIT H-A-1

EXHIBIT B TO
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

Description of Lease:

EXHIBIT H-B-1

EXHIBIT I TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

THIS NOTE HAS BEEN PLEDGED AS COLLATERAL PURSUANT TO THE [DUTCH] [FINNISH][U.K.][LUXEMBOURG][U.S.] PLEDGE AGREEMENT[S] DESCRIBED BELOW, AND IS SUBORDINATED PURSUANT TO, AND AS DESCRIBED IN, THE INTERCOMPANY SUBORDINATION AGREEMENT DESCRIBED BELOW. THIS NOTE IS NON-TRANSFERABLE EXCEPT PURSUANT TO THE [INSERT APPROPRIATE PLEDGE AGREEMENT(S)].

INTERCOMPANY NOTE

New York, New York
[February] [   ], 20[   ]

     FOR VALUE RECEIVED, [               ] a [          ] [corporation] (the “Payee”), hereby promises to pay to the order of [               ], a [          ] [corporation] (the “Payee”), in lawful money of the [United States of America] in immediately available funds on [          ], 20[   ] ¹ or any earlier date upon which this Note (as used herein, the term “Note” includes this Note and any Note or Notes issued in exchange hereof or in replacement hereof) becomes due and payable pursuant to the terms hereof, the principal sum of [               ] ([$][€][          ]) or such lesser principal amount as shall at the time be outstanding hereunder, together with interest from the date hereof on the unpaid amount owning hereunder until payment in full at a rate of interest per annum equal to the lesser of (i) the maximum lawful rate of interest in effect at such time under applicable law and (ii) [   ]% per annum The Payor promises to pay such interest [semiannually], in arrears, on [          ] and            of each year (or the next New York business day, if such day is not a day on which commercial banks are generally open for transacting business in New York City), commencing [          ], 20   , in lawful money of the [United States of America] in immediately available funds, at such location as the Payee shall from time to time designate.

     Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and shall accrue on the outstanding principal amount of this Note and, to the extent permitted by law, on any accrued but unpaid interest thereon until all payments hereunder have been irrevocably paid in full. If Payor fails to make any payment hereunder when due, interest will accrue on the outstanding principal amount of this Note, and, to the extent permitted by law, on the unpaid amount of such defaulted payment at a rate of interest equal to the lesser of (i) the maximum lawful rate of interest in effect at such time under applicable law and (ii) [   ]% above the rate otherwise applicable hereto.

     The principal amount of this Note shall be due and payable at maturity. Accrued and unpaid interest shall be due and payable on each Payment Date.

1 No earlier than six months after the Maturity Date (as defined in the Second Lien Credit Agreement).

     If any of the following events (each, an “Event of Default”) shall occur:

     (i) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor;

     (ii) default in the payment of the principal of this Note when the same become due and payable, whether at maturity or otherwise; or

     (iii) default in the payment of any installment of interest on this Note according to its terms when and as the same shall become due and payable, and such default shall continue unremedied for a period of five business days;

then, (x) at any time thereafter during the continuance of such event described in clause (ii) or (iii) above, the Payee may, by notice to the Payor, declare the Note to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Note so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Payor accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Payor, and (y) in case of any event with respect to the Payor described in clause (i) above, the principal of the Note then outstanding, together with accrued interest thereon and all fees and other obligations of the Payor accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Payor.

     This Note, and all payments in respect hereof, has been pledged as collateral for the obligations of the Payee under [(i)] that certain [INSERT APPROPRIATE PLEDGE AGREEMENT DETAILS], dated as of the date hereof, among the Payor, GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent (in such capacity, the “First Lien Collateral Agent”) and the other parties signatory thereto[, and (ii) that certain Pledge Agreement, dated as of the date hereof, among the Payor, CAPITALSOURCE FINANCE LLC as agent (in such capacity, the “Second Lien Collateral Agent”) and the other parties signatory thereto, (collectively, and each as amended, modified and/or supplemented from time to time, the “Pledge Agreements”)].

     The Payor agrees, and the Payee by accepting this Note agrees, that the indebtedness evidenced by this Note is subordinated in fight of payment, to the extent and in the provided in the Intercompany Subordination Agreement, dated as of the date hereof by among the First Lien Collateral Agent, the Second Lien Collateral Agent, AZ CHEM US INC., a Delaware corporation (the “U.S. Borrower”), PROSERPINA 1073 AB (under name change ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (the “European Borrower”, and together with the U.S. Borrower, the “Borrowers”), the Payor, the Payee and the other parties thereto, as amended, amended and restated, modified and/or supplemented or replaced and in effect from time to time (the “Intercompany Subordination Agreement”), and to the prior payment in full of all existing and future Senior Debt (as defined in the Intercompany Subordination Agreement) of the Payor and that the subordination is

for the benefit of and enforceable by the holders of such Senior Debt. The Note shall rank senior in right of payment to all existing and future indebtedness of the Payor that is by its terms subordinated in right of payment to the indebtedness evidenced by this Note (such subordinated indebtedness, “Subordinated Debt”). Only indebtedness of the Payor that is Senior Debt shall rank senior to this Note in right of payment. The Note shall rank pari passu in right of payment with all existing and future indebtedness of the Payor that does not constitute either Senior Debt or Subordinated Debt.

     The Payor hereby acknowledges and agrees, and the Payee by accepting this Note acknowledges and agrees, that the Collateral Agent[s] may, pursuant to the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], exercise all rights provided therein with respect to this Note and that the Note remains subject to the provisions of the Intercompany Subordination Agreement and the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], until they are terminated in accordance with their terms. Any sale or transfer of this Note to a third party other than pursuant to the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], or as permitted by the Intercompany Subordination Agreement is null and void ab initio; it being understood that the Note may be transferred to and among the Payee and its direct subsidiaries.

     The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

     The Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This Note is intended by the Payor and the Payee as a final expression of this Note and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Note. This Note may not be supplemented or modified except in writing and except as may be permitted by each Credit Agreement (as defined in the Intercompany Subordination Agreement).

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[                                        ]
By:
	Name:
	Title:

[Signature Page to Intercompany Note]

ENDORSEMENT

     The undersigned hereby assigns and transfers to the order of                               , the attached Intercompany Note, dated [                    ].

[                                        ]
By:
	Name:
	Title:

EXHIBIT J TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

JOINDER AGREEMENT

     THIS JOINDER AGREEMENT, dated as of [___, 20___] (this “Agreement”), by and among [NEW LENDERS] (each a “Lender” and collectively the “Lenders”), dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“U.S. Borrower”), PROSERPINA 1073 AB (under change of name to ARIZONA CHEM SWEDEN AB), a [___] organized under the laws of Sweden (“European Borrower”, and, together with U.S. Borrower, “Borrowers”), PROSERPINA 1072 AB (under change of name to ARIZONA CHEM SWEDEN HOLDINGS AB), a [___] organized under the laws of Sweden (“Holdings”), and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors (“Subsidiaries”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent, Administrative Agent and BANK OF AMERICA, N.A., as Documentation Agent.

RECITALS:

     WHEREAS, reference is hereby made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement’’; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Lenders party thereto from time to time, GSCP, as Syndication Agent, Administrative Agent, and Collateral Agent, and BANK OF AMERICA, N.A., as Documentation Agent; and

     WHEREAS, subject to the terms and conditions of the Credit Agreement, [U.S. Borrower] [European Borrower] may obtain New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders.

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

     Each Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

     Each Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent, Collateral Agent and Syndication Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent, Collateral Agent and Syndication Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

     Each Lender hereby agrees to make its Commitment on the following terms and conditions:

1. Applicable Margin. The Applicable Margin for each New Term Loan shall mean, as of any date of determination, [___]% per annum

EXHIBIT J-1

2. Principal Payments. [U.S. Borrower] [European Borrower] shall make principal payments on the New Term Loans in installments on the dates and in the amounts set forth below:

	(B)
(A)	Scheduled
Payment	Repayment of
Date	New Term Loans
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
TOTAL	$

3.

Voluntary and Mandatory Prepayments. Scheduled installments of principal of the New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the New Term Loans in accordance with Sections 2.12, 2.13 and 2.14 of the Credit Agreement respectively; and provided further, that the New Term Loans and all other amounts under the Credit Agreement with respect to the New Term Loans shall be paid in full no later than six months prior to the maturity of any Subordinated Indebtedness, and the final installment payable by [U.S. Borrower] [European Borrower] in respect of the New Term Loans on such date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by [U.S. Borrower] [European Borrower] under the Credit Agreement with respect to the New Term Loans.

4.

Prepayment Fees. [U.S. Borrower] [European Borrower] agrees to pay to each New Term Loan Lender the following prepayment fees, if any: [___].

[Insert other additional prepayment provisions with respect to New Term Loans]

EXHIBIT J-2

5.	Other Fees. [U.S. Borrower] [European Borrower] agrees to pay each New Term Loan Lender its Pro Rata Share of an aggregate fee equal to [___, ___] on [___, ___].
6.	Proposed Borrowing. This Agreement represents Borrower’s request to borrow New Term Loans from New Term Loan Lender as follows (the “Proposed Borrowing”):

a.	Business Day of Proposed Borrowing:           ,
b.	Amount of Proposed Borrowing: $
c.		Interest rate option:			o	a.	Base Rate
			Loan(s)
		o	b.	Eurodollar Rate Loans with an initial Interest Period of       month(s)

7.	[New Lenders. Each New Term Loan Lender acknowledges and agrees that upon its execution of this Agreement and the making of New Term Loans that such New Term Loan Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]1
8.	Credit Agreement Governs. Except as set forth in this Agreement, New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents.
9.	[U.S. Borrower] [European Borrower]’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and [U.S. Borrower] [European Borrower] hereby certify that:

i.	The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
ii.	No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and
iii.	[U.S. Borrower] [European Borrower] have performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof.

10. [U.S. Borrower] [European Borrower] Covenants. By its execution of this Agreement, [U.S. Borrower] [European Borrower] hereby covenants that:

i. [U.S. Borrower] [European Borrower] shall deliver or cause to be delivered the following legal opinions and documents: the legal opinion of [Sullivan & Cromwell LLP], together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement; and

1 Insert bracketed language if the lending institution is not already a Lender.

EXHIBIT J-3

iii. Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in Section 6.8 of the Credit Agreement.

11.	Eligible Assignee. By its execution of this Agreement, each New Term Loan Lender represents and warrants that it is an Eligible Assignee.
12.	Notice. For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender shall be as set forth below its signature below.
13.	Non-US Lenders. For each New Term Loan Lender that is a Non-US Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.20(d) of the Credit Agreement.
14.	Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the New Term Loans made by New Term Loan Lenders in the Register.
15.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
16.	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
17.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
18.	Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
19.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

EXHIBIT J-4

     IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of [___, ___].

[NAME OF LENDER]
By:
	Name:
	Title:
Notice Address:
Attention: Telephone: Facsimile:

AZ CHEM US INC.
By:
	Name:
	Title:
ARIZONA CHEM SWEDEN AB
By:
	Name:
	Title:
ARIZONA CHEM SWEDEN HOLDINGS AB
By:
	Name:
	Title:
[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

EXHIBIT J-5

Consented to by:

GOLDMAN SACHS CREDIT PARTNERS, L.P.,
as Administrative Agent and Syndication Agent

By:     Authorized Signatory

EXHIBIT J-6

SCHEDULE A
TO JOINDER AGREEMENT

Name of Lender	Type of Commitment	Amount
[          ]	New Term Loan Commitment		$
		Total:	$

EXHIBIT J-7

EXHIBIT K TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT

INTERCREDITOR AGREEMENT

See Execution Version under Tab 9

INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of February 28, 2007, and entered into by and among AZ CHEM US INC. (“U.S. Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and CAPITALSOURCE FINANCE LLC (“CapitalSource”), in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

RECITALS

          The U.S. Borrower, ARIZONA CHEM SWEDEN AB (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), ARIZONA CHEM SWEDEN HOLDINGS AB (“Holdings”), AZ CHEM US HOLDINGS INC. (“U.S. Holdings”) and certain other subsidiaries of Holdings, the lenders and agents party thereto, and GSCP, as Lead Arranger, Bookrunner, Administrative Agent and Collateral Agent, have entered into that Credit and Guaranty Agreement dated as of the date hereof providing for term loan facilities and a revolving credit facility (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Credit Agreement”);

          The U.S. Borrower, U.S. Holdings, certain subsidiaries of U.S. Holdings, the lenders and agents party thereto, and GSCP, as Lead Arranger (in such capacity, the “Lead Arranger”) and Bookrunner and CapitalSource, as Administrative Agent and Collateral Agent, entered into that Credit Agreement dated as of the date hereof providing for a term loan (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Credit Agreement”);

          Pursuant to (i) the First Lien Credit Agreement, U.S. Holdings has agreed to guaranty and U.S. Holdings and U.S. Borrower have agreed to cause certain current and future U.S. Subsidiaries and Non-U.S. Subsidiaries (each, as defined in the First Lien Credit Agreement) (such U.S. Subsidiaries and any future U.S. Subsidiaries of U.S. Borrower providing a guaranty of the Obligations of the U.S. Borrower (as defined in the First Lien Credit Agreement) thereunder, the “U.S. Subsidiary Guarantors”) agree to guaranty the First Lien Obligations (the “First Lien Guaranty”) and (ii) the Second Lien Credit Agreement, U.S. Holdings has agreed to guaranty and U.S. Holdings and U.S. Borrower have agreed to cause certain current and future U.S. Subsidiaries to agree to guaranty the Second Lien Obligations (the “Second Lien Guaranty”);

          The obligations of U.S. Borrower under the First Lien Credit Agreement and any Hedge Agreements with a Lender Counterparty, the obligations of U.S. Holdings and the U.S. Subsidiary Guarantors under the First Lien Guaranty will be secured on a first priority basis by liens on substantially all the assets of U.S. Borrower, U.S. Holdings

EXHIBIT K-1

and the U.S. Subsidiary Guarantors, respectively, pursuant to the terms of the First Lien Collateral Documents;

          The obligations of the U.S. Borrower under the Second Lien Credit Agreement, the obligations of U.S. Holdings and the obligations of the U.S. Subsidiary Guarantor under the Second Lien Guaranty will be secured on a second priority basis by liens on substantially all the assets of the U.S. Borrower, U.S. Holdings and the U.S. Subsidiary Guarantors, respectively, pursuant to the terms of the Second Lien Collateral Documents;

          The First Lien Loan Documents and the Second Lien Loan Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

          In order to induce the First Lien Collateral Agent and the First Lien Claimholders to consent to the Grantors incurring the Second Lien Obligations and to induce the First Lien Claimholders to extend credit and other financial accommodations and lend monies to or for the benefit of the U.S. Borrower or any other Grantor, the Second Lien Collateral Agent on behalf of the Second Lien Claimholders has agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

          In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          SECTION 1. Definitions.

          1.1 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, a Person shall be deemed to “control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management or policies of such Person whether through ownership of equity interests, by contract or otherwise.

          “Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

          “Asset Sale” has the meaning assigned to that term in the First Lien Credit Agreement.

EXHIBIT K-2

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

          “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

          “Cap Amount” has the meaning assigned to that term within the definition of “First Lien Obligation”.

          “Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting both First Lien Collateral and Second Lien Collateral.

          “Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Loan Document which creates a Lien on the same Collateral, granted by the same Grantor.

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “DIP Financing” has the meaning assigned to that term in Section 6.1.

          “Discharge of First Lien Obligations”means, except to the extent otherwise expressly provided in Section 5.5:

          (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

          (b) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

          (c) termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations; and

          (d) termination or cash collateralization (in an amount and manner reasonably satisfactory to the First Lien Collateral Agent, but in no event greater than

EXHIBIT K-3

105% of the aggregate undrawn face amount) of all letters of credit issued under the First Lien Loan Documents and constituting First Lien Obligations.

          “Disposition” has the meaning assigned to that term in Section 5.1(a)(2).

          “European U.S. Borrower” has the meaning assigned to that term in the Preamble to this Agreement

          “First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents.

          “First Lien Collateral Agent” has the meaning assigned to that term the Recitals to this Agreement.

          “First Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

          “First Lien Collateral Documents” means the Collateral Documents (as defined in the First Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

          “First Lien Credit Agreement” has the meaning assigned to that term the Recitals to this Agreement.

          “First Lien Guaranty” has the meaning assigned to that term in Recitals to this Agreement.

          “First Lien Lenders” means the “Lenders” under and as defined in the First Lien Loan Documents.

          “First Lien Loan Documents” means the First Lien Credit Agreement and the Credit Documents (as defined in the First Lien Credit Agreement), including Hedge Agreements entered into with a Lender Counterparty, and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

          “First Lien Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

EXHIBIT K-4

          “First Lien Obligations” means, subject to the next sentence, all Obligations of the U.S. Borrower (as defined in the First Lien Credit Agreement) outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents, including Hedge Agreements entered into with any Lender Counterparty. “First Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

          Notwithstanding the foregoing, if the sum of.” (1) Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Documents; plus (2) the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement, is in excess of $423,500,000 in the aggregate (the “Cap Amount”), then only that portion of such Indebtedness and such aggregate face amount of letters of credit equal to the Cap Amount shall be included in First Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations.

          “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

          “Grantors” means the U.S. Borrower, U.S. Holdings, each of the U.S. Subsidiary Guarantor and each other domestic Person that has or may from time to time hereafter execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a “Grantor” (or the equivalent thereof).

          “Hedge Agreements” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of the First Lien Credit Agreement or otherwise in the ordinary course of Holding’s or any of its Subsidiaries’ businesses.

          “Hedging Obligation” of any Person means any obligation of such Person pursuant to any Hedge Agreements.

          “Holdings” has the meaning set forth in the Recitals to this Agreement.

          “Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable.

          “Insolvency or Liquidation Proceeding” means:

EXHIBIT K-5

          (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

          (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets;

          (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy;

          (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor; or

          (e) the foreign equivalent of the foregoing.

          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Lender Counterparty” means the Lead Arranger and each First Lien Lender or any Affiliate of a First Lien Lender counterparty to a Hedge Agreement (including any Person who is a First Lien Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a First Lien Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with the First Lien Collateral Agent.

          “Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

          “New Agent” has the meaning assigned to that term in Section 5.5.

          “Obligations” means all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates, in each case under the First Lien Loan Documents, the Second Lien Loan Documents or Hedge Agreements, whether for principal, interest or payments for early termination of Interest Rate Agreements, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

EXHIBIT K-6

          “Pledged Collateral” has the meaning set forth in Section 5.4.

          “Recovery” has the meaning set forth in Section 6.5.

          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

          “Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Lenders and the agents under the Second Lien Loan Documents.

          “Second Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

          “Second Lien Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

          “Second Lien Collateral Documents” means the Collateral Documents (as defined in the Second Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

          “Second Lien Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

          “Second Lien Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

          “Second Lien Lenders” means the “Lenders” under and as defined in the Second Lien Credit Agreement.

          “Second Lien Loan Documents” means the Second Lien Credit Agreement and the Credit Documents (as defined in the Second Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

          “Second Lien Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Second Lien

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Obligations or under which rights or remedies with respect to any such Liens are governed.

          “Second Lien Obligations” means all Obligations outstanding under the Second Lien Credit Agreement and the other Second Lien Loan Documents. “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

          “Standstill Period” has the meaning set forth in Section 3.1.

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

          “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          “U.S. Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

          “U.S. Holdings” has the meaning assigned to that term in the Recitals to this Agreement.

          “U.S. Subsidiary Guarantor” has the meaning set forth in the Recitals to this Agreement.

          1.2 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include, includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

          (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

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          (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

          (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

          (d) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

          (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 2. Lien Priorities.

          2.1 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Loan Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that:

          (a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

          (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of U.S. Borrower, any other Grantor or any other Person.

          2.2 Prohibition on Contesting Liens. Each of the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Claimholder, and the First Lien Collateral Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the

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perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent, any First Lien Claimholder, the Second Lien Collateral Agent, or any Second Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations and the Liens securing the Second Lien Obligations as provided in Sections 2.1 and 3.1.

          2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the parties hereto agree that U.S. Borrower shall not, and shall not permit any other Grantor to:

          (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or

          (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

          2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

          (a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and

          (b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(d), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

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          SECTION 3. Enforcement.

          3.1 Exercise of Remedies.

          (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the Second Lien Collateral Agent and the Second Lien Claimholders:

          (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Collateral Agent may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declares the existence of any Event of Default under any Second Lien Loan Documents and demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent receives notice from the Second Lien Collateral Agent of such declarations of an Event of Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent);

          (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and

          (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral;

provided, that, in the case of(l), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in accordance with this Agreement after application of

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such proceeds to the extent necessary to meet the requirements of a Discharge of First Obligations.

          (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

          (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may:

          (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor;

          (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

          (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

          (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

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          (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and

          (6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1 (a)(1).

          The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1 (a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

          (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b):

          (1) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

          (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

          (3) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Credit Documents.

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          (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against U.S. Borrower or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and applicable law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

          (f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral.

          SECTION 4. Payments.

          4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the First Lien Collateral Agent or First Lien Claimholders, shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as specified in the Second Lien Collateral Documents.

          4.2 Payments Over. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral

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Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

          SECTION 5. Other Agreements.

          5.1 Releases.

          (a) If in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release.

          (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release.

          (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or such holder or in the First Lien Collateral Agent’s

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own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

          (d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guaranty, as the case may be.

          (e) In the event that the principal amount of funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded revolving commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Lien Obligations (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1 (a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Lien Loan Documents) shall require the consent of First Lien Claimholders and Second Lien Claimholders representing in the aggregate more than 50% of the sum of (i) the First Lien Obligations Amount and (ii) the Second Lien Obligations Amount.

          5.2 Insurance. Unless and until the Discharge of First Lien Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the First Lien Loan Documents, the First Lien Collateral Agent and the First Lien Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect to the Collateral and to the extent required by the First Lien Loan Documents shall be paid to the First Lien Collateral Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Credit Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, to the extent no First Lien Obligations are outstanding, and subject to the rights of the Grantors under the Second Lien Collateral Documents, to the Second Lien Collateral Agent for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the

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subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any Second Lien Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.2.

          5.3 Amendments to First Lien Loan Documents and Second Lien Loan Documents and Refinancing. (a) The First Lien Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Credit Agreement may be Refinanced, in each case, without notice to, or the consent of the Second Lien Collateral Agent or the Second Lien Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to the terms of this Agreement and any such amendment, supplement, modification or Refinancing shall not, without the consent of the Second Lien Collateral Agent:

          (1) increase the sum of (without duplication) (A) the then outstanding aggregate principal amount of the First Lien Credit Agreement and (B) the aggregate amount of unfunded revolving commitments under the First Lien Credit Agreement and (C) the aggregate face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed in excess of the Cap Amount;

          (2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations by more than 3% per annum (excluding increases (A) resulting from application of the pricing grid set forth in the First Lien Credit Agreement as in effect on the date hereof or (B) resulting from the accrual of interest at the default rate);

          (3) extend the scheduled maturity of the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of Second Lien Credit Agreement or any Refinancing thereof; or

          (4) contravene the provisions of this Agreement.

          (b) Without the prior written consent of the First Lien Collateral Agent, no Second Lien Loan Document may be Refinanced, amended, supplemented or otherwise modified or entered into to the extent such Refinancing, amendment, supplement or modification, or the terms of any new Second Lien Loan Document, would:

          (1) increase the principal amount of the Second Lien Credit Agreement in excess of the amount permitted under the First Lien Credit Agreement;

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          (2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second Lien Obligations by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate);

          (3) change any default or Event of Default thereunder in a manner adverse to the loan parties thereunder (other than to eliminate any such Event of Default or increase any grace period related thereto or otherwise make such Event of Default or condition less restrictive or burdensome on U.S. Borrower);

          (3) change (to earlier dates) any dates upon which payments of principal or interest are due thereon;

          (4) change the prepayment provisions thereof;

          (5) increase materially the obligations of the obligor thereunder or to confer any additional material rights on the lenders under the Second Lien Credit Agreement (or a representative on their behalf) which would be adverse to any Credit Party or First Lien Lenders; or

          (6) contravene the provisions of this Agreement.

          The Second Lien Credit Agreement may be Refinanced to the extent the terms and conditions of such Refinancing debt meet the requirements of this Section 5.3(b), the average life to maturity thereof is greater than or equal to that of the Second Lien Credit Agreement and the holders of such Refinancing debt bind themselves in a writing addressed to the First Lien Collateral Agent and the First Lien Claimholders to the terms of this Agreement.

          (c) The U.S. Borrower agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among AZ Chem US Inc., Goldman Sachs Credit Partners L.P., as First Lien Collateral Agent and CapitalSource Finance LLC, as Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement

EXHIBIT K-18

and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, U.S. Borrower agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral.

          (d) In the event any First Lien Collateral Agent or the First Lien Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, such First Lien Claimholders, U.S. Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of the Second Lien Collateral Agent or the Second Lien Claimholders and without any action by the Second Lien Collateral Agent, U.S. Borrower or any other Grantor, provided, that:

          (1) no such amendment, waiver or consent shall have the effect of:

          (A) removing or releasing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 of this Agreement and provided that there is a corresponding release of the Liens securing the First Lien Obligations;

          (B) imposing duties on the Second Lien Collateral Agent without its consent;

          (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Loan Documents or Section 6; or

          (D) being prejudicial to the interests of the Second Lien Claimholders to a greater extent than the First Lien Claimholders; and

          (2) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent.

          5.4 Bailee for Perfection. (a) The First Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Lien Claimholders and as bailee for the

EXHIBIT K-19

          Second Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.4.

          (b) The First Lien Collateral Agent shall have no obligation whatsoever to the First Lien Claimholders, the Second Lien Collateral Agent or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below.

          (c) The First Lien Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Collateral Agent or any Second Lien Claimholder.

          (d) Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding, and second, to U.S. Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The First Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Lien Collateral Agent in connection with the Second Lien Collateral Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

          (e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent and Second Lien Claimholders did not exist.

          5.5 When Discharge of First Lien Obligations is Deemed to Not Have Occurred. If concurrently with the Discharge of First Lien Obligations U.S. Borrower enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second

EXHIBIT K-20

          Lien Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Collateral Agent under such First Lien Loan Documents shall be the First Lien Collateral Agent all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that U.S. Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the U.S. Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement.

          5.6 Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

SECTION 6. Insolvency or Liquidation Proceedings.

          6.1 Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the

EXHIBIT K-21

          Bankruptcy Code), on which the First Lien Collateral Agent or any other creditor has a Lien or to permit U.S. Borrower or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel U.S. Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3).

          6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First Lien Collateral Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by the Bankruptcy Court.

          6.3 Adequate Protection.

          (a) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall contest (or support any other Person contesting):

          (1) any request by the First Lien Collateral Agent or the First Lien Claimholders for adequate protection; or

          (2) any objection by the First Lien Collateral Agent or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Collateral Agent or the First Lien Claimholders claiming a lack of adequate protection.

          (b) Notwithstanding the foregoing provisions in this Section 6.3, any Insolvency or Liquidation Proceeding:

EXHIBIT K-22

          (1) if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

          (2) in the event the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, agrees that the First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations and for any Cash Collateral use or DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Lien on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Lien Collateral Agent or the Second Lien Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

          6.4 No Waiver. Subject to Sections 3.1(a) and (d), nothing contained herein shall prohibit or in any way limit the First Lien Collateral Agent or any First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Collateral Agent or any of the Second Lien Claimholders, including the seeking by the Second Lien Collateral Agent or any Second Lien Claimholders of adequate protection or the asserting by the Second Lien Collateral Agent or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Loan Documents or otherwise.

          6.5 Avoidance Issues. If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of U.S. Borrower or any other Grantor any amount paid in respect of First Lien Obligations (a “Recovery”), then such First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release,

EXHIBIT K-23

          discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

          6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

          6.7 Post-Petition Interest. (a) Neither the Second Lien Collateral Agent nor any Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Collateral Agent or any First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of any First Lien Claimholder’s Lien, without regard to the existence of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Claimholders on the Collateral.

          (b) Neither the First Lien Collateral Agent nor any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Claimholders on the Collateral (after taking into account the First Lien Collateral).

          6.8 Waiver. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

          6.9 Separate Grants of Security and Separate Classification. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, and the First Lien Collateral Agent for itself and on behalf of the First Lien Claimholders, acknowledges and agrees that:

          (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.

EXHIBIT K-24

To further effectuate the intent of the parties as provided in the immediately sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or the recovery of Second Lien Claimholders).

          SECTION 7. Reliance; Waivers; Etc.

          7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under its First Lien Loan Documents, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Credit Agreement or this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Collateral Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Loan Documents or this Agreement.

          7.2 No Warranties or Liability. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any

EXHIBIT K-25

Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, behalf of itself and the Second Lien Obligations, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Claimholders, and the First Lien Collateral Agent and the First Lien Claimholders shall have no duty to the Second Lien Collateral Agent or any of the Second Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with U.S. Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents but excluding, in each case, this Agreement with respect to each other), regardless of any knowledge thereof which they may have or be charged with.

          7.3 No Waiver of Lien Priorities. (a) No right of the First Lien Claimholders, the First Lien Collateral Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of U.S. Borrower or any other Grantor or by any act or failure to act by any First Lien Claimholder or the First Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Loan Documents, regardless of any knowledge thereof which the First Lien Collateral Agent or the First Lien Claimholders, or any of them, may have or be otherwise charged with.

          (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of U.S. Borrower and the other Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a)), the First Lien Claimholders, the First Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the Second Lien Collateral Agent or any Second Lien Claimholders, without incurring any liabilities to the Second Lien Collateral Agent or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Collateral Agent or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

EXHIBIT K-26

          (1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of U.S. Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Collateral Agent or any of the First Lien Claimholders, the First Lien Obligations or any of the First Lien Loan Documents; provided that any such increase in the First Lien Obligations shall not increase the sum of the Indebtedness constituting principal under the First Lien Credit Agreement and the face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed to an amount in excess of the Cap Amount;

          (2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of U.S. Borrower or any other Grantor to the First Lien Claimholders or the First Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

          (3) settle or compromise any First Lien Obligation or any other liability of U.S. Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

          (4) exercise or delay in or refrain from exercising any right or remedy against U.S. Borrower or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with U.S. Borrower, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of U.S. Borrower or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

          (c) Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, also agrees that the First Lien Claimholders and the First Lien Collateral Agent shall have no liability to the Second Lien Collateral Agent or any Second Lien Claimholders, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any claim against any First Lien Claimholder or the First Lien Collateral Agent, arising out of any and all actions which the First Lien Claimholders or the First Lien Collateral Agent may take or permit or omit to take with respect to:

          (1) the First Lien Loan Documents (other than this Agreement);

          (2) the collection of the First Lien Obligations; or

EXHIBIT K-27

          (3) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Collateral Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

          (d) Until the Discharge of First Lien Obligations, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

          7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Collateral Agent and the First Lien Claimholders and the Second Lien Collateral Agent and the Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

          (a) any lack of validity or enforceability of any First Lien Loan Documents or any Second Lien Loan Documents;

          (b) except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Loan Document;

          (c) except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guaranty thereof;

          (d) the commencement of any Insolvency or Liquidation Proceeding in respect of U.S. Borrower or any other Grantor; or

          (e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, U.S. Borrower or any other Grantor in respect of the First Lien Collateral Agent, the First Lien Obligations, any First Lien Claimholder, the Second Lien Collateral Agent, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

EXHIBIT K-28

          SECTION 8. Miscellaneous.

          8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Loan Documents or the Second Lien Loan Documents, the provisions of this Agreement shall govern and control.

          8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of U.S. Borrower or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to U.S. Borrower or any other Grantor shall include U.S. Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for U.S. Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

          (a) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5; and

          (b) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

          8.3 Amendments; Waivers. No amendment, modification or waiver any of the provisions of this Agreement by the Second Lien Collateral Agent or the First Lien Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, U.S. Borrower shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes, but is not limited to any amendment to the Grantors’ ability to

EXHIBIT K-29

cause additional obligations to constitute First Lien Obligations or Second Lien Obligations as U.S. Borrower may designate).

          8.4 Information Concerning Financial Condition of U.S. Borrower and its Subsidiaries. The First Lien Collateral Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Collateral Agent, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of U.S. Borrower and its Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Collateral Agent and the First Lien Claimholders shall have no duty to advise the Second Lien Collateral Agent or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Collateral Agent or any of the First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Collateral Agent or any Second Lien Claimholder, it or they shall be under no obligation:

          (a) to make, and the First Lien Collateral Agent and the First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

          (b) to provide any additional information or to provide any such information on any subsequent occasion;

          (c) to undertake any investigation; or

          (d) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

          8.5 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Claimholders or the Second Lien Collateral Agent pays over to the First Lien Collateral Agent or the First Lien Claimholders under the terms of this Agreement, the Second Lien Claimholders and the Second Lien Collateral Agent shall be subrogated to the rights of the First Lien Collateral Agent and the First Lien Claimholders; provided that, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred. The U.S. Borrower acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Collateral Agent or the Second Lien Claimholders that are paid over to the First Lien Collateral Agent or the First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

EXHIBIT K-30

          8.6 Application of Payments. All payments received by the First Lien Collateral Agent or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Loan Documents. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, assents to any extension or postponement of the time of payment, subject to Section 5.3(a)(3), of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

          8.7 SUBMISSION TO JURISDICTION; WAIVERS. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

          (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

          (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

          (3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND

          (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

          (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO

EXHIBIT K-31

ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          (c) EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FIRST LIEN LOAN DOCUMENT OR SECOND LIEN LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

          8.8 Notices. All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall also be sent to the Second Lien Collateral Agent and the First Lien Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth on Annex I hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

          8.9 Further Assurances. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders under the Second Lien Loan Documents, and U.S. Borrower, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

EXHIBIT K-32

          8.10 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Collateral Agent, the First Lien Claimholders, the Second Lien Collateral Agent, the Second Lien Claimholders and their respective successors and assigns.

          8.12 Specific Performance. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as the case may be.

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

          8.14 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

          8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

          8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders. Nothing in this Agreement shall impair, as between U.S. Borrower and the other Grantors and the First Lien Collateral Agent and the First Lien Claimholders, or as between U.S. Borrower and the other Grantors and the Second Lien Collateral Agent and the Second Lien Claimholders, the obligations of U.S. Borrower and the other Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Loan Documents and the Second Lien Loan Documents, respectively.

EXHIBIT K-33

          8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Collateral Agent and the First Lien Claimholders on the one hand and the Second Lien Collateral Agent and the Second Lien Claimholders on the other hand. None of U.S. Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder and neither U.S. Borrower nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of U.S. Borrower or any other Grantor to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

EXHIBIT K-34

          IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

First Lien Collateral Agent
GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien Collateral Agent,
By:
	Authorized Signatory

Intercreditor Agreement

Second Lien Collateral Agent
CAPITALSOURCE FINANCE LLC, as Second Lien Collateral Agent
By:
	Name:
	Title:

Intercreditor Agreement

Acknowledged and Agreed to by:

U.S. Borrower

AZ CHEM US INC.
By:
	Name:
	Title:

Intercreditor Agreement

Annex I

Notices

First Lien Collateral Agent

Goldman Sachs Credit Partners L.P.
1 New York Plaza
New York, NY 10004
Attention: Elizabeth Fischer and Rob Schatzman
Telecopier: (212) 902-3000

Second Lien Collateral Agent

CapitalSource Finance LLC
4445 Willard Avenue, 12th Floor
Chevy Chase, MD 20815
Attention: Special Investments Group, Portfolio Manager
Telephone: 301-841-2700
Fax: 301-841-2340

U.S. Borrower

c/o Rhône Capital LLC
5 Prince Gate
3rd Floor
Knightsbridge
London SW7 1QJ
Attention: Gianpiero Lenza
Facsimile: +44 207 761 1111

in each case, with a copy to:

Rhône Capital LLC
630 Fifth Avenue
27th Floor
New York, NY 10111
Attention: Andrew Oliver
Facsimile: (212) 218-6789

Arizona Chemical Company
Building 100
4600 Touchton Road E., Suite 1500
Jacksonville, FL 32246
Attention: Charles E. Nelson/Glenda Haynes
Facsimile: (904) 928-8771

A-1

EX-10.5

Exhibit 10.5

EXECUTION COPY

SECOND AMENDMENT
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

     THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”) is dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the “U.S. Borrower”), ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden (“European Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the “Credit Agreement”; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdings named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Second Amendment.

RECITALS

     WHEREAS, Sponsor has notified Administrative Agent that it desires to amend the Credit Agreement to permit it to purchase from time to time U.S. Term Loans, European Term Loans and/or New Term Loans from Lenders as contemplated herein (each, a “First Lien Sponsor Purchase”, and collectively, the “First Lien Sponsor Purchases”); and

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

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

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

1.1 Amendments to Section 1: Definitions.

     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

     “Contributions” means collectively, the Holdings Contributions and the Sponsor Contributions.

     “Dutch Auction” means each purchase by a Sponsor Affiliated Lender of Term Loans (each, a “Purchase”), subject to the following limitations:

     (i) such Sponsor Affiliated Lender will notify the Administrative Agent (each, a “Purchase Notice”) (and the Administrative Agent will deliver such Purchase Notice to the Lenders) that such Sponsor Affiliated Lender wishes to make an offer to Purchase Term Loans extended to one or more of the Borrowers in an aggregate amount for each such Class of Term Loans as is specified by such Sponsor Affiliated Lender (each, a “Purchase Amount”), subject to a range or maximum price to par for each such Class of Term Loans, as is specified by such Sponsor Affiliated Lender, at which range or price such Sponsor Affiliated Lender would consummate such Purchase (the “Offer Price”); provided that such Purchase Notice shall specify that each Lender proposing an Acceptable Price (as hereinafter defined) must submit such Acceptable Price within a five (5) hour time period specified in such Purchase Notice occurring on a date specified in such Purchase Notice, which date shall in no event be prior to the fifth (5^th) Business Day from the date of such Purchase Notice;

     (ii) such Sponsor Affiliated Lender will allow each Lender holding the Class(es) of Term Loans subject to such Purchase Notice, within the period of time specified in such Purchase Notice to specify a price to par (the “Acceptable Price”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of such Class(es) of Term Loans at which such Lender is willing to permit such Purchase to occur (but in no event will the Acceptable Price be greater than the Offer Price for such Purchase as set forth in the applicable Purchase Notice);

     (iii) based on the Acceptable Prices and principal amounts of the Class(es) of Term Loans subject to such Purchase as specified by Lenders, the Administrative Agent, in consultation with such Sponsor Affiliated Lender, will determine (a) the lowest Acceptable Price at which such Sponsor Affiliated Lender can complete such Purchase for the entire Purchase Amount for each such Class of Term Loans (the “Maximum Purchase Price”) and (b) the Acceptable Prices specified by each such Lender that are equal to or less than the Maximum Purchase Price for such Class of Term Loans (such Term Loans being referred to as “Qualifying Term Loans” and such Lenders being referred to as “Qualifying Lenders”);

     (iv) such Sponsor Affiliated Lender shall purchase the Qualifying Term Loans offered by the Qualifying Lenders at the Acceptable Prices specified by each such Qualifying Lender; provided that if the aggregate amount required to purchase the Qualifying Term Loans would exceed the Purchase Amount for such Class of Term Loans, (a) such Sponsor Affiliated Lender

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shall purchase Qualifying Term Loans of such Class with respect to which the Acceptable Price is equal to the Maximum Purchase Price for such Class ratably based on the aggregate principal amounts of all such Qualifying Term Loans of such Class then held by each such Qualifying Lender of the same Class and (b) such Sponsor Affiliated Lender shall purchase Qualifying Term Loans of such Class with respect to which the Acceptable Price is less than the Maximum Purchase Price for such Class in full;

     (v) each such Purchase, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type of Loan, Interest Periods, and other notices by such Sponsor Affiliated Lender and Lenders, and determination of Maximum Purchase Price) mutually acceptable to the Administrative Agent and the Borrowers;

     (vi) the Sponsor Affiliated Lender shall not be permitted to submit a Purchase Notice to the Administrative Agent more frequently than once in any period of thirty (30) consecutive calendar days; and

     (vii) notwithstanding anything to the contrary contained herein, at any time prior to consummation of any Purchase, the Sponsor Affiliated Lender may, upon prior written notice to the Administrative Agent, withdraw its offer to purchase the Term Loans that are the subject of such Purchase without consummating the same.

     “Holdings Contribution” means the contribution by Holdings of Term Loans acquired in connection with a Sponsor Purchase to U.S. Borrower (solely in the case of the U.S. Term Loans) and European Borrower (solely in the case of the European Term Loans) (in each case, directly or through Subsidiaries of Holdings) in return for additional Equity Interests of the applicable Borrower (and any other Subsidiaries of Holdings through which the Term Loans are contributed).

     “Purchase Amount” as defined in the definition of “Dutch Auction”.

     “Purchase Notice” as defined in the definition of “Dutch Auction”.

     “Second Amendment” means that certain Second Amendment to First Lien Credit and Guaranty Agreement dated as of July ___, 2008, among the Borrowers, Holdings, the

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Administrative Agent and the financial institutions and the Guarantors listed on the signature pages thereto.

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

     “Second Lien Amendment” means that certain First Amendment to Second Lien Credit Agreement (amending the Second Lien Credit Agreement to, among other things, permit the Second Lien Sponsor Purchases and Second Lien Contribution on terms substantially similar to the Second Amendment).

     “Second Lien Contributions” means the Second Lien Holdings Contribution and the Second Lien Sponsor Contribution.

     “Second Lien Dutch Auction” means “Dutch Auction” (as defined in the Second Lien Credit Agreement, as amended by the Second Lien Amendment (all capitalized terms used in this definition having the same meanings herein as set forth in the Second Lien Credit Agreement)).

     “Second Lien Holdings Contribution” means the contribution by Holdings of the Second Lien Term Loans acquired in connection with a Second Lien Sponsor Purchase to U.S. Borrower (directly or through Subsidiaries of Holdings) in return for additional Equity Interests of the U.S. Borrower (and any other Subsidiary of Holdings through which the Term Loans are contributed).

     “Second Lien Sponsor Contribution” means at any time on or after the date of a Second Lien Sponsor Purchase, a Sponsor Affiliated Lender’s contribution of the Second Lien Term Loans acquired in such Second Lien Sponsor Purchase to Holdings (directly or through Subsidiaries of such Sponsor Affiliated Lender).

     “Second Lien Sponsor Purchase” means the purchase pursuant to a Second Lien Dutch Auction by a Sponsor Affiliated Lender of the Second Lien Term Loans from lenders participating in a Second Lien Dutch Auction in accordance with Section 10.6 of the Second Lien Credit Agreement.

     “Sponsor Affiliated Lender” means any Sponsor Fund or other entity holding capital with respect to which any Sponsor Fund, the Sponsor or an Affiliate of Sponsor is, directly or indirectly, an advisor or manager (or acts in a similar capacity) pursuant to any written agreement; provided such Person (a)

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executes and delivers to the Administrative Agent (and the Administrative Agent shall execute and deliver to such Person and the Lenders upon receipt thereof) a letter substantially in the form of Exhibit L hereto (a “Sponsor Letter”) on (i) with respect to a Sponsor Fund, the Second Amendment Effective Date, (ii) with respect to purchases pursuant to a Dutch Auction, on the date of delivery of a Purchase Notice to the Administrative Agent or (iii) with respect to purchases from another Sponsor Affiliated Lender, on date of the Sponsor Purchase, and (b) together with each other Sponsor Affiliated Lender, holds no more than the Sponsor Purchase Cap Amount (or will hold no more than the Sponsor Purchase Cap Amount assuming the purchase of the maximum Purchase Amount contemplated by the Purchase Notice referred to in clause (a) of this definition).

     “Sponsor Contribution” means at any time on or after the date of a Sponsor Purchase, a Sponsor Affiliated Lender’s contribution of the Term Loans acquired in such Sponsor Purchase to Holdings (directly or through Subsidiaries of such Sponsor Affiliated Lender).

     “Sponsor Fund” means Rhone Partners III L.P., Rhone Offshore Partners III L.P. and Rhone Coinvestment III L.P.

     “Sponsor Letter” as defined in the definition of “Sponsor Affiliated Lender.”

     “Sponsor Purchase” means the purchase pursuant to a Dutch Auction by a Sponsor Affiliated Lender of U.S. Term Loans, European Term Loans and/or New Term Loans from Lenders participating in such Dutch Auction from time to time in accordance with Section 10.6 of the Credit Agreement; provided, that Sponsor Affiliated Lenders may make such purchases from other Sponsor Affiliated Lenders at any time.

     “Sponsor Purchase Cap Amount” means 30% of the aggregate principal amount of the Loans and Commitments outstanding at any time.

     “Sponsor Sale” means the sale, assignment or transfer by a Sponsor Affiliated Lender of all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its U.S. Term Loans, European Term Loans and/or New Term Loans owing to it, in accordance with Section 10.6.

     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following definitions:

5

     “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereunder), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, that no Affiliate of Holdings or Sponsor shall be an Eligible Assignee (other than (i) solely with respect to the U.S. Term Loans, European Term Loans and/or New Term Loans purchased pursuant to a Dutch Auction, any Sponsor Affiliated Lender or (ii) in connection with any purchase of the U.S. Term Loans, European Term Loans and/or New Term Loans from an existing Sponsor Affiliated Lender).

1.2 Amendment to Section 2.7(b). Section 2.7(b) of the Credit Agreement is hereby amended by adding the following provision to the end thereof:

Information contained in the Register with respect to any entry relating to U.S. Term Loans, European Term Loans and/or New Term Loans held by any Sponsor Affiliated Lender shall be available for inspection by any Lender at any reasonable time and from time to time upon reasonable prior notice to the Administrative Agent.

1.3 Amendment to Section 2.24. Section 2.24 of the Credit Agreement is hereby amended by adding the following sentence to the end of such Section:

     The provisions of this Section 2.24 shall give effect to the voting provisions in each Sponsor Letter.

1.4 New Section 2.25. Section 2 of the Credit Agreement is hereby amended by adding the following as new Section 2.25 to the end thereof:

“2.25 Second Lien Sponsor Purchases and Second Lien Contributions. Notwithstanding any provision in this Agreement or the other Credit Documents, subject to that certain Second Lien Amendment becoming effective in accordance with its terms, any Sponsor Affiliated Lender (as defined in the Second Lien Credit Agreement) may make Second Lien Sponsor Purchases in accordance with the terms of the Second Lien Credit Agreement, as amended by the Second Lien Amendment and any Sponsor Affiliated Lender and Holdings may make any subsequent Second Lien Contributions of such Second Lien Sponsor Purchases, in each case in accordance with the terms of the Second Lien Credit Agreement, as amended by the Second Lien Amendment, and the parties hereto hereby agree that any Second Lien Contribution will

6

not be a voluntary prepayment by the U.S. Borrower for any purpose under this Agreement and the other Credit Documents.”

1.5 New Section 2.26. Section 2 of the Credit Agreement is hereby amended by adding the following as new Section 2.26 to the end thereof:

“2.26 Sponsor Purchases and Contributions. Notwithstanding any provision in this Agreement or the other Credit Documents, (a) (i) promptly following each Sponsor Purchase by a Sponsor Affiliated Lender, at least 35% of the principal amount of Term Loans subject to such Sponsor Purchase shall be contributed by the applicable Sponsor Affiliated Lender (directly or through Subsidiaries of such Sponsor Affiliated Lender) to Holdings (and further contributed by Holdings directly or indirectly to the applicable Borrower that is the direct obligor of the Loans subject to such Sponsor Purchases) and (ii) concurrently with such Contributions or at any time thereafter, all or a portion of the remainder of such Term Loans subject to such Sponsor Purchase may, at the discretion of the applicable Sponsor Affiliated Lender, be contributed by the applicable Sponsor Affiliated Lender (directly or through Subsidiaries of such Sponsor Affiliated Lender) to Holdings (and further contributed by Holdings directly or indirectly to the applicable Borrower that is the direct obligor of the Loans subject to such Sponsor Purchases); provided that in each case, promptly following such Contributions, any Term Loans that are the subject of such Contributions shall be forgiven by the applicable Borrower that is the direct obligor of such Term Loans, and shall be cancelled and no longer outstanding (and may not be resold by the applicable Borrower), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document, (b) solely in connection with the making of such Contributions, Holdings and its Subsidiaries (and Subsidiaries of the applicable Sponsor Affiliated Lender in the case of an indirect Contribution) and International Paper Company (but only to the extent it participates in such Contribution) shall each be deemed to be an “Eligible Assignee” for all purposes of this Agreement and each other Credit Document, and (c) the parties hereto hereby agree that any Contribution will not be a voluntary prepayment by the applicable Borrower for any purpose under this Agreement and the other Credit Documents. Concurrently therewith, the applicable Borrower that is the direct obligor of the Term Loans

7

subject to such Sponsor Purchases shall notify the Administrative Agent of the amount of the Term Loans forgiven pursuant to the prior sentence and provide a description of the contributions by Holdings directly or indirectly to the applicable Borrower that is the direct obligor of the Loans subject to such Sponsor Purchases.”

1.6 Amendment to Section 5.1. Section 5.1(c) of the Credit Agreement is hereby amended by adding the following parenthetical immediately after the words “Compliance Certificate” appearing therein:

     “(which Compliance Certificate shall also set forth the aggregate amount of Sponsor Purchases outstanding on the date of the applicable Compliance Certificate)”

1.7 Amendments to Section 9.5 of the Credit Agreement. Section 9.5 of the Credit Agreement is hereby amended by adding the following as a new clause (d):

     (d) Each Lender acknowledges that certain Affiliates of Holdings that have complied with the definition of “Sponsor Affiliated Lender” are Eligible Assignees hereunder and may purchase U.S. Term Loans, European Term Loans and/or New Term Loans hereunder from Lenders from time to time in an aggregate amount not to exceed the Sponsor Purchase Cap Amount, subject to the restrictions set forth in the definition of “Eligible Assignees”. Each Lender acknowledges that in connection with Sponsor Purchases, the Sponsor Affiliated Lenders currently may have, and later may come into possession of, information regarding the U.S. Term Loans, European Term Loans and/or New Term Loans or the Credit Parties hereunder that is not known to it and that may be material to a decision to enter into an assignment of such Loans hereunder (“Excluded Information”). Each Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders hereunder. Notwithstanding anything to the contrary contained herein, the Administrative Agent may and, upon the direction of the Requisite Lenders, shall (i) exclude the Sponsor Affiliated Lenders from receiving any document, instrument or other communication that such Sponsor Affiliated Lenders would otherwise have been entitled to receive under the terms of this Agreement in their capacities as Lenders (other than any document, instrument or communication received by the Sponsor Affiliated Lenders directly from the Borrowers) and (ii) preclude the Sponsor Affiliated Lenders from attending meetings of the Lenders (including with respect to the exercise of rights and remedies under any Credit Document).

8

     (e) In connection with each Sponsor Sale, the applicable Sponsor Affiliated Lender represents and warrants as of the date of a Sponsor Sale, that such Sponsor Affiliated Lender does not have any material non-public information (“MNPI”) with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to purchase Loans from such Sponsor Affiliated Lender.

1.8	Amendment to Exhibits. The Credit Agreement is hereby amended by adding a new “Exhibit L” thereto as set forth in Annex I attached hereto.
1.9	Amendment to Assignment Agreement. The Assignment Agreement is hereby amended by adding the following provision to the end of Annex I thereof:

     [To be included in the Assignment only in the case of an assignment by or to a Sponsor Affiliated Lender: Each of the Assignor and Assignee acknowledges that (i) the other party currently may have, and later may come into possession of, information regarding the Assigned Interest or the Credit Parties that is not known to it and that may be material to a decision to enter into this Assignment (“Excluded Information”), (ii) it has determined to enter into this Assignment notwithstanding its lack of knowledge of the Excluded Information, and (iii) the other party shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party, with respect to the nondisclosure of the Excluded Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in this Assignment. Each of Assignor and Assignee further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders party to the Credit Agreement.]

     [To be included in the Assignment only in the case of each Sponsor Sale: The Assignor hereby represents and warrants as of the Effective Date, that the Assignor does not have any material non-public information (“MNPI”) with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, Borrowers or any of their respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders, could

9

reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to purchase Loans from the Assignor.]

1.10 Authorization. The Requisite Lenders hereby authorize the Administrative Agent and Collateral Agent to amend, modify or supplement any Credit Document to cure any ambiguity, omission, defect or inconsistency between such Credit Document and the first amendment to the Credit Agreement.

SECTION II. CONDITIONS TO EFFECTIVENESS

     This Second Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent:

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

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

     C. Amendment to Second Lien Credit Agreement. The Second Lien Credit Agreement shall have been amended in accordance with its terms to permit Sponsor Purchases and any related Contributions and the Second Lien Sponsor Purchases and any related Second Lien Contributions on substantially the same terms as described herein and the Administrative Agent shall have received a fully executed copy of such amendment.

     D. Sponsor Letter. The Administrative Agent shall have received a letter substantially in the form of Annex I hereto executed by each of the Sponsor Funds.

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

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

SECTION III. REPRESENTATIONS AND WARRANTIES

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

10

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

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

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

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

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

11

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

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

SECTION IV. ACKNOWLEDGMENT AND CONSENT

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

     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

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

SECTION V. MISCELLANEOUS

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

12

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

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

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

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

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

     D. Counterparts. This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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

[Remainder of this page intentionally left blank.]

13

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

BORROWERS:	AZ CHEM US INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
	ARIZONA CHEMICAL AB
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	Chairman
GUARANTORS:	THE U.S. GUARANTORS: AZ CHEM US HOLDINGS INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
	ARIZONA CHEMICAL COMPANY, LLC
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
	ARIZONA ARBORIS, INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO

THE NON-U.S. GUARANTORS: Sweden: ARIZONA CHEM SWEDEN HOLDINGS AB
By:	/s/ Gerald C. Marterer
	Name:	Gerald C. Marterer
	Title:	Chairman
ARIZONA CHEM SWEDEN FINANCE AB
By:	Gerald C. Marterer
	Name:	Gerald C. Marterer
	Title:	Chairman
ARIZONA CHEM SWEDEN FINANCE KB
By:	/s/ Gerald C. Marterer
	Name:	Gerald C. Marterer
	Title:	Chairman Arizona Chemical AB (General Partner)
Finland: ARIZONA CHEMICAL OY
By:	/s/ Juhani Tuovinen
	Name:	Juhani Tuovinen
	Title:	Chairman
Luxembourg: AZ CHEM LUXEMBOURG FINANCE S.À.R.L.
By:
	Name:	Gianpiero Lenza
	Title:	President

THE NON-U.S. GUARANTORS: Sweden: ARIZONA CHEM SWEDEN HOLDINGS AB
By:
	Name:	Gerald C. Marterer
	Title:	Chairman
ARIZONA CHEM SWEDEN FINANCE AB
By:
	Name:	Gerald C. Marterer
	Title:	Chairman
ARIZONA CHEM SWEDEN FINANCE KB
By:
	Name:	Gerald C. Marterer
	Title:	Chairman Arizona Chemical AB (General Partner)
Finland: ARIZONA CHEMICAL OY
By:
	Name:	Juhani Tuovinen
	Title:	Chairman
Luxembourg: AZ CHEM LUXEMBOURG FINANCE S.À.R.L.
By:	/s/ Gianpiero Lenza
	Name:	Gianpiero Lenza
	Title:	President

The Netherlands: ARIZONA CHEMICAL B.V.
By:	/s/ Juhani Tuovinen
	Name:	Juhani Tuovinen
	Title:	Managing Director
ARIZONA CHEMICAL FINANCE B.V.
By:	/s/ Glenda K. Haynes
	Name:	Glenda K. Haynes
	Title:	Director

United Kingdom: AZ CHEM UK LIMITED
By:	/s/ Graeme Wilson
	Name:	Graeme Wilson
	Title:	Director
ARIZONA CHEMICAL LTD.
By:	/s/ Graeme Wilson
	Name:	Graeme Wilson
	Title:	Director

GOLDMAN SACHS CREDIT PARTNERS L.P., As Administrative Agent
By:	/s/ James V. Balcom
	James V. Balcom Authorized Signatory

Annex I

August ___, 2008

Goldman Sachs Credit Partners L.P.,
as Administrative Agent under the
Credit Agreement referred to below

Re: Arizona Chemical First Lien Credit and Guaranty Agreement

Ladies and Gentlemen:

     Reference is made to the First Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation, ARIZONA CHEMICAL AB, a limited liability company organized under the laws of Sweden, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden, the subsidiaries of Holdings named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein.

     This letter is being delivered by the undersigned (“we” or “us”) pursuant to the definition of “Sponsor Affiliated Lender” under the Credit Agreement and Section II(D) of the Second Amendment.

     We hereby agree that, notwithstanding anything in the Credit Documents to the contrary, with respect to any Sponsor Purchase, we shall have no right whatsoever, whether or not a Credit Party is subject to a bankruptcy or other insolvency proceeding, so long as we are an Affiliate of Holdings, Borrowers or Sponsor, to (i) consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of the Credit Agreement or any other Credit Document; provided that we hereby instruct the Administrative Agent to automatically deem any Loans held by us to be voted pro rata according to the Loans of all other Lenders (other than any Sponsor Affiliated Lender) in connection with any such amendment, modification, waiver, consent or other action, (ii) require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to the Credit Agreement or any other Credit Document, (iii) otherwise vote on any matter related to the Credit Agreement or any other Credit Document; provided that we hereby instruct the Administrative Agent to automatically deem any Loans held by us to be voted pro rata according to the Loans of all other Lenders in the aggregate (other than any Sponsor Affiliated Lender), (iv) attend any meeting in its capacity as a Lender with any Agent or other Lender or receive any information from any Agent or other Lender, (v) to have access to any E-System, or (vi) make or bring any claim, in our capacity as Lender, against the Agent or any Lender with respect to the duties and obligations of such Person under the Credit Agreement and the other Credit Documents; provided that no such amendment, modification, waiver or consent referred to above shall deprive us of our share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis hereunder.

Very truly yours,
By:
	Name:
	Title:
ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent
By:
	Authorized Signatory

EX-10.8

Exhibit 10.8

EXECUTION COPY

SECOND LIEN CREDIT AND GUARANTY AGREEMENT

dated as of February 28, 2007

among

AZ CHEM US INC., as Borrower,

AZ CHEM US HOLDINGS INC.
and

CERTAIN SUBSIDIARIES OF AZ CHEM US HOLDINGS INC.,
as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger,Bookrunner and Syndication Agent,

and

CAPITALSOURCE FINANCE LLC, as
Administrative Agent and Collateral Agent

$125,000,000 Second Lien Senior Secured Credit Facility

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION		2
1.1. Definitions		2
1.2. Accounting Terms		30
1.3. Interpretation, etc.		30
SECTION 2. LOANS		31
2.1. Term Loans		31
2.2. Reserved		31
2.3. [Reserved.]		31
2.4. [Reserved.]		31
2.5. Pro Rata Shares; Availability of Funds		31
2.6. Use of Proceeds		32
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes		32
2.8. Interest on Loans		33
2.9. Conversion/Continuation		34
2.10. Default Interest		35
2.11. Fees; Call Protection		35
2.12. Repayment		35
2.13. Voluntary Prepayments		35
2.14. Mandatory Prepayments		36
2.15. Application of Prepayments		38
2.16. General Provisions Regarding Payments		38
2.17. Ratable Sharing		40
2.18. Making or Maintaining Eurodollar Rate Loans		40
2.19. Increased Costs; Capital Adequacy		42
2.20. Taxes; Withholding, etc		43
2.21. Obligation to Mitigate		47
2.22. [Reserved.]		47
2.23. Removal or Replacement of a Lender		47
2.24. Incremental Facilities		48
SECTION 3. CONDITIONS PRECEDENT		49
3.1. Closing Date		49
3.2. Conditions to Each Credit Extension		52
SECTION 4. REPRESENTATIONS AND WARRANTIES		53
4.1. Organization; Requisite Power and Authority; Qualification		53
4.2. Equity Interests and Ownership		53
4.3. Due Authorization		53
4.4. No Conflict		54
4.5. Governmental Consents		54
4.6. Binding Obligation		54

ii

	Page
4.7. Historical Financial Statements		54
4.8. Projections		55
4.9. No Material Adverse Change		55
4.10. Adverse Proceedings, etc		55
4.11. Payment of Taxes		55
4.12. Properties		55
4.13. Environmental Matters		56
4.14. No Defaults		56
4.15. Material Contracts		57
4.16. Governmental Regulation		57
4.17. Margin Stock		57
4.18. Employee Matters		57
4.19. Employee Benefit Plans		57
4.20. Solvency		59
4.21. Compliance with Statutes, etc		59
4.22. Disclosure		59
4.23. Patriot Act		59
SECTION 5. AFFIRMATIVE COVENANTS		60
5.1. Financial Statements and Other Reports		60
5.2. Existence		63
5.3. Payment of Taxes and Claims		64
5.4. Maintenance of Properties		64
5.5. Insurance		64
5.6. Books and Records; Inspections		65
5.7. Lenders Meetings		65
5.8. Compliance with Laws		65
5.9. Environmental		65
5.10. Subsidiaries		66
5.11. Additional Material Real Estate Assets		67
5.12. Interest Rate Protection		69
5.13. Further Assurances		69
5.14. Miscellaneous Covenants		69
5.15. Certain Post-Closing Obligations		70
SECTION 6. NEGATIVE COVENANTS		70
6.1. Indebtedness		70
6.2. Liens		72
6.3. No Further Negative Pledges		74
6.4. Restricted Junior Payments		74
6.5. Restrictions on Subsidiary Distributions		75
6.6. Investments		75
6.7. Financial Covenant		77
6.8. Fundamental Changes; Disposition of Assets; Acquisitions		78
6.9. Disposal of Subsidiary Interests		79
6.10. Sales and Lease-Backs		80

iii

	Page
6.11. Transactions with Shareholders and Affiliates		80
6.12. Conduct of Business		80
6.13. Permitted Activities of Holding Companies		80
6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements		81
6.15. Amendments or Waivers of with respect to First Lien Credit Agreement		81
6.16. Fiscal Year		81
SECTION 7. GUARANTY		81
7.1. Guaranty of the Obligations		81
7.2. Contribution by Guarantors		81
7.3. Payment by Guarantors		82
7.4. Liability of Guarantors Absolute		82
7.5. Waivers by Guarantors		84
7.6. Guarantors’ Rights of Subrogation, Contribution, etc		85
7.7. Subordination of Other Obligations		86
7.8. Continuing Guaranty		86
7.9. Authority of Guarantors or Borrower		86
7.10. Financial Condition of Borrower		86
7.11. Bankruptcy, etc.		86
7.12. Discharge of Guaranty Upon Sale of Guarantor		87
SECTION 8. EVENTS OF DEFAULT		87
8.1. Events of Default		87
SECTION 9. AGENTS		90
9.1. Appointment of Agents		90
9.2. Powers and Duties		91
9.3. General Immunity		91
9.4. Agents Entitled to Act as Lender		93
9.5. Lenders’ Representations, Warranties and Acknowledgment		93
9.6. Right to Indemnity		93
9.7. Successor Administrative Agent and Collateral Agent		94
9.8. Collateral Documents and Guaranty		95
9.9. Withholding Tax		96
SECTION 10. MISCELLANEOUS		96
10.1. Notices		96
10.2. Expenses		97
10.3. Indemnity		98
10.4. Set-Off		99
10.5. Amendments and Waivers		99
10.6. Successors and Assigns; Participations		100
10.7. Independence of Covenants		104
10.8. Survival of Representations, Warranties and Agreements		104

iv

	Page
10.9. No Waiver; Remedies Cumulative		104
10.10. Marshalling; Payments Set Aside		104
10.11. Severability		104
10.12. Obligations Several; Independent Nature of Lenders’ Rights		105
10.13. Headings		105
10.14. APPLICABLE LAW		105
10.15. CONSENT TO JURISDICTION		105
10.16. WAIVER OF JURY TRIAL		105
10.17. Confidentiality		106
10.18. Usury Savings Clause		107
10.19. Counterparts		107
10.20. Effectiveness		108
10.21. Patriot Act		108
10.22. Electronic Execution of Assignments		108
10.23. [Reserved]		108
10.24. Release on Payment in Full		108

v

APPENDICES:	A	Commitments
	B	Notice Addresses
SCHEDULES:	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	4.12	Real Estate Assets
	4.15	Material Contracts
	4.19	Employee Benefit Plans
	5.11	Mortgaged Properties
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.5	Certain Restrictions on Subsidiary Distributions
	6.6	Certain Investments
	6.11	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	B	Note
	C	Compliance Certificate
	D	Assignment Agreement
	E	Certificate Re Non-bank Status
	F-1	Closing Date Certificate
	F-2	Solvency Certificate
	G	Counterpart Agreement
	H	Landlord Personal Property Collateral Access Agreement
	I	Intercompany Note
	J	Joinder Agreement
	K	Intercreditor Agreement

vi

SECOND LIEN CREDIT AND GUARANTY AGREEMENT

     This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 28, 2007, is entered into by and among AZ CHEM US INC., a Delaware corporation (“ Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), CERTAIN SUBSIDIARIES OF U.S. HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”), and CAPITALSOURCE FINANCE LLC (“CapitalSource”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).

RECITALS:

     WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

     WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of December 17, 2006 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Stock Purchase Agreement”), Sponsor plans to acquire (the “Acquisition”) all the Equity Interests of Arizona Chemical Company, a Delaware corporation, International Paper Sweden Investment Company A.B., a company organized under the laws of Sweden, International Paper Finland Investment Company, a company organized under the laws of Finland and Union Camp Chemicals Limited, a company organized under the laws of England and Wales (collectively, the “Acquired Businesses”) from their stockholders, International Paper Company, a New York corporation, and International Paper Investments (Luxembourg) S.à.r.l., a Luxembourg société à responsabilité limitée (collectively, the “Seller”);

     WHEREAS, Lenders have agreed to extend certain credit facilities to the Borrower, in an aggregate amount not to exceed $125,000,000, the proceeds of which will be used, together with the First Lien Loans and the Equity Contribution, (i) to finance, in part, the Acquisition and (ii) to pay fees and expenses incurred in connection with the Transactions;

     WHEREAS, Borrower has agreed to guarantee and to secure all of its Obligations as Borrower and the other Guarantors by granting to the Collateral Agent, for the benefit of the Secured Parties, a Second Priority Lien on substantially all of its assets (to the extent set forth herein and in each other Credit Document), including a pledge of substantially all of the Equity Interests of each of its directly-owned U.S. Subsidiaries and 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of each of its first tier Non-U.S. Subsidiaries;

     WHEREAS, each of the Guarantors has agreed (i) to guarantee the Obligations of the Borrower and (ii) to secure its guarantee of such Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a Second Priority Lien on substantially all of their respective assets (to the extent set forth herein and in each other Credit Document), including a pledge of all of the Equity Interests of each of their respective directly owned U.S. Subsidiaries and 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of each of their respective first tier Non-U.S. Subsidiaries; and

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

SECTION 1. DEFINITIONS AND INTERPRETATION

     1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

          “ACC” means Arizona Chemical Company, a Delaware corporation. “

          “Acquired Businesses” as defined in the recitals. “

          “Acquisition” as defined in the recitals.

          “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers’ Association Interest Settlement Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by BANA for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

          “Administrative Agent” as defined in the preamble hereto.

          “Adverse Proceeding” means any action, suit, proceeding, (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

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          “Affected Lender” as defined in Section 2.18(b).

          “Affected Loans” as defined in Section 2.18(b).

          “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

          “Agent” means each of Administrative Agent, Syndication Agent and Collateral Agent.

          “Agent Affiliates” as defined in Section 10.1(b). “

          Aggregate Amounts Due” as defined in Section 2.17. “

          Aggregate Payments” as defined in Section 7.2.

          “Agreement” means this First Lien Credit and Guaranty Agreement, dated as of February 28, 2007, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

          “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the lenders by means of electronic communications pursuant to Section 10.1(b).

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          “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than among Borrower and Guarantors or among the European Group Members), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including, without limitation, the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), and (ii) sales, leases or licenses out of other assets for consideration of less than $2,500,000 in the aggregate during any Fiscal Year.

          “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

          “Assignment Effective Date” as defined in Section 10.6(b).

          “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), or such Person’s chief financial officer or treasurer.

          “BANA” as defined in the preamble hereto.

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

          “Beneficiary” means each Agent, Lender and Lender Counterparty.

          “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

          “Borrower” as defined in the preamble hereto.

          “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection

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with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

          “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

          “CapitalSource” as defined in the preamble hereto.

          “Cash” means money, currency or a credit balance in any Deposit Account.

          “Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued by any agency of the United States of America the obligations of which are backed by the full faith and credit of the United States of America, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances (or, in the case of Holdings and its Non-U.S. Subsidiaries, the foreign equivalent) maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000 (or, in the case of Holdings and its Non-U.S. Subsidiaries, any local office of any commercial bank organized under the law of the relevant jurisdiction or any political subdivision thereof which has combined capital and surplus and undivided profits in excess of the Non-U.S. Currency Equivalent of $100,000,000); and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; provided, that, in the case of any Investment by Holdings and its Non-U.S. Subsidiary, “Cash Equivalents” shall also include: (x) direct obligations of the sovereign nation (or any agency thereof) in which Holdings or such Non-U.S. Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within a year after such date and having, at the time of the acquisition thereof, a rating equivalent to at least A-1 from S&P and at least P-1 from Moody’s, (y) investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (z) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

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          “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

          “Change of Control” means, at any time, (i) Sponsor shall cease to beneficially own and control at least 51% on a fully diluted basis of the economic and voting interests in the Equity Interests of Holdings; (ii) Holdings shall cease to beneficially own and control directly or indirectly 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of Borrower and SWEAcqCo; or (iii) any “change of control” or similar event under the First Lien Credit Agreement shall occur.

          “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Second Lien Term Loan Exposure, and (ii) with respect to Loans, each of the following classes of Loans: (a) Second Lien Term Loans, and (b) the New Term Loans.

          “Closing Date” means the date on which the Term Loans are made.

          “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.

          “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for all or any part of the Obligations (subject to exceptions contained in the Collateral Documents) (provided that the intention of this Agreement and the Collateral Documents is to exclude from the term “Collateral” any property that is reasonably likely to cause a material deemed distribution pursuant to Section 956 of the Internal Revenue Code, and this Agreement and the Collateral Documents shall be interpreted in a manner that does not cause, or prevent the Credit Parties from taking actions that would avoid, such a material deemed distribution).

          “Collateral Agent” as defined in the preamble hereto.

          “Collateral Documents” means the Pledge and Security Agreement, the Intercreditor Agreement, the Mortgages, the Intellectual Property Security Agreements, the Landlord Personal Property Collateral Access Agreements, if any, the Control Agreements, if any, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for all or any part of the Obligations.

          “Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

          “Commitment” means the Second Lien Term Loan Commitment or the New Term Loan Commitment of a Lender, and “Commitments” means such commitments of all Lenders.

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          “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

          “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs incurred and paid in the period (to the extent expensed) in an aggregate amount since the Closing Date not to exceed $22,000,000, (f) management fees paid or accruing in such period (to the extent not added back in a prior period) in an amount not to exceed $2,000,000 per Fiscal Year, (g) Cash severance payments in connection with plant closures (including partial plant closures) related to the Acquisition, (h) Cash stand alone costs incurred prior to the date that is eighteen months after the Closing Date associated with the transition of Holdings and its Subsidiaries to a stand alone basis including fees paid to the Seller for transition services, fees paid to third parties for one time transition and migration services, and other expenses which are one time in nature and specifically related to readying the business for stand alone operations in an aggregate amount not to exceed $10,000,000, (i) Cash expenses related to third party advisors for service provided regarding acquisitions or divestitures permitted hereunder, (j) Cash financing charges including fees, expenses, underwriting discounts, prepayment premiums, including amounts paid under this Agreement or in connection with the incurrence of any other Indebtedness permitted hereunder, (k) unusual and non-recurring Cash charges, (l) Cash expenses (excluding severance payments) in connection with closures and consolidation of plants (including partial plant closures) in an aggregate amount not to exceed $10,000,000 per Fiscal Year, (m) one-time third party professional costs paid in Cash in connection with plant efficiency projects in an aggregate amount not to exceed $6,000,000 and (n) other non-Cash charges reducing Consolidated Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period); provided that with respect to any calculation period ending prior to the first anniversary of the Closing Date, Consolidated Adjusted EBITDA for the Fiscal Quarter ended December 31, 2006 shall be deemed to be $17,300,000.

          “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” reflected in the consolidated statement of cash flows of Holdings and its Subsidiaries but excluding any such expenditure made (i) in accordance with the terms of this Agreement to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, and (ii) with the proceeds from the sale or other disposition or trade-in or exchange of assets to the extent utilized to purchase functionally equivalent assets.

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          “Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

          “Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

          “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment (other than any changes in Consolidated Working Capital that result from the consummation of a Permitted Acquisition), minus (ii) the sum, without duplication, of the amounts for such period paid in cash from operating cash flow of (a) scheduled repayments of Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans (each, as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Consolidated Interest Expense, (d) repayments of Indebtedness pursuant to any Capital Leases, (e) Transaction Costs incurred and paid in the period (to the extent expensed) in an aggregate amount since the Closing Date not to exceed $22,000,000, (f) Restricted Junior Payments permitted pursuant to Sections 6.4(b) and (e), (g) management fees paid in such period (to the extent not added back in a prior period) in an amount not to exceed $2,000,000 per Fiscal Year, (h) all other Cash items that were added back in arriving at Consolidated Adjusted EBITDA for such period and (i) provisions for current taxes based on income of Holdings and its Subsidiaries and payable in cash with respect to such period.

          “Consolidated Interest Expense” means, for any period, total interest expense of Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amount not payable in Cash and any amounts referred to in Section 2.11(a) and the equivalent provision of the First Lien Credit Agreement payable on or before the Closing Date.

          “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries, (c) the income of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar

8

distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

          “Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP minus up to $25,000,000 of unrestricted Cash and Cash Equivalents of any Group Member.

          “Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

          “Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

          “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

          “Contributing Guarantors” as defined in Section 7.2.

          “Control Agreements” means each control agreement to be executed and delivered by the Collateral Agent for the benefit of the Secured Parties, the agent under the First Lien Credit Agreement, a securities intermediary or depositary bank and the applicable Credit Party following the Closing Date and each control agreement to be executed and delivered by Collateral Agent, a securities intermediary or depositary bank and the applicable Credit Party pursuant to the terms of the Pledge and Security Agreement with such modifications as Collateral Agent may reasonably request or approve.

          “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

          “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

          “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

          “Credit Date” means the date of a Credit Extension.

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          “Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, or any Lender in connection herewith.

          “Credit Extension” means the making of a Loan.

          “Credit Party” means, collectively, the Borrower and the Guarantors. “

          “Cure Amount” as defined in Section 6.8(e). “

          “Cure Right” as defined in Section 6.8(e).

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

          “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term Loans, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations.

          “Dollars” and the sign “$” mean the lawful money of the United States of America.

          “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for purposes of Section 10.6), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, no Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

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          “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

          “Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

          “Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), laws (including, without limitation, common law and rules and regulations of the European Union), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

          “Equity Contribution” means the capital contribution in cash by the Sponsor and the other investors as of the Closing Date of at least $130,000,000 to the common Equity Interests of AZ Chem Investments Partners LP which shall be contributed to Holdings and then to SWEAcqCo in order to consummate the Acquisition.

          “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

          “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to

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liabilities arising after such period for which Holdings or such Subsidiary would reasonably be expected to be liable under the Internal Revenue Code or ERISA.

          “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan, in either case resulting in liability to Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which would reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, if there is any potential liability therefor; (viii) the occurrence of an act or omission which gives or would be reasonably expected to give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; or (xii) any event with respect to any Non-U.S. Plan which is similar to any event described in any of subsections (i) through (xi) hereof.

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          “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

          “European Group Member” means each of Holdings, SWEAcqCo and Non-U.S. Guarantors (as defined in the First Lien Credit Agreement).

          “Event of Default” means each of the conditions or events set forth in Section 8.1.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

          “Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

          “Fair Share” as defined in Section 7.2.

          “Fair Share Contribution Amount” as defined in Section 7.2.

          “Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

          “Financial Performance Covenant” means the covenant of Borrower set forth in Section 6.7(a).

          “Financial Plan” as defined in Section 5.1(h).

          “First Lien Credit Agreement” means the First Lien Credit and Guaranty Agreement dated as of the Closing Date among the Group Members, GSCP as sole lead arranger, sole bookrunner, syndication agent, administrative agent and collateral agent and Bank of America, N.A., as documentation agent and the other agents and lenders party thereto as it may

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be amended, modified, renewed, restated, replaced or refinanced from time to time in accordance with the terms hereof.

          “First Lien Loans” means the loans and letters or credit under the First Lien Credit Agreement.

          “First Lien Obligations” means the “Obligations” under and as defined in the First Lien Credit Agreement; provided, that the aggregate outstanding principal amount of loans and letters of credit included therein shall not exceed the Cap Amount (as defined in the Intercreditor Agreement).

          “First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

          “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

          “Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.

          “Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

          “Funding Guarantors” as defined in Section 7.2.

          “Funding Notice” means a notice substantially in the form of Exhibit A-1.

          “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

          “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

          “Governmental Authority” means any foreign or domestic, federal, state, municipal, supranational, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States of America, the United States of America, or a foreign entity or government.

          “Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

          “Grantor” means a “Grantor” as defined in the Pledge and Security Agreement or any similar term defined in any other Collateral Document.

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          “Group Member” means each of the European Group Members and the Credit Parties.

          “GSCP” as defined in the preamble.

          “Guaranteed Obligations” as defined in Section 7.1.

          “Guarantor” means, on the date of this Agreement, each U.S. Subsidiary of Borrower listed on the signature pages of this Agreement and, thereafter, each U.S. Subsidiary of Borrower that signs a Counterpart Agreement or such other accession agreement to this Agreement as a Guarantor accepted and agreed by, and in form and substance reasonably satisfactory to, the Administrative Agent.

          “Guarantor Subsidiary” means each Guarantor other than U.S. Holdings.

          “Guaranty” means the guaranty of each Guarantor set forth in Section 7.

          “Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

          “Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

          “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty and satisfactory to Administrative Agent.

          “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

          “Historical Financial Statements” means as of the Closing Date, (i) the audited combined balance sheet of the Arizona Chemical Division (as defined in such audited financial statements) as of December 31, 2005 and 2004 and the audited combined statements of income and cash flows of the Arizona Chemical Division (as defined in such audited financial statements) for each of the three (3) years ended December 31, 2005, 2004 and 2003, (ii) the unaudited combined balance sheet of the Arizona Chemical Division (as defined in the audited financial statements described in clause (i)) as of September 30, 2006 and the related statements of income and cash flows of the Arizona Chemical Division (as defined in the audited financial statements described in clause (i)) for the nine (9) month period ended September 30, 2006 and (iii) the unaudited financial statements of Arizona Chemical Division (as defined in the audited

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financial statements described in clause (i)) as at the most recently ended Fiscal Quarter and month, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date.

          “Holdings” means Proserpina 1072 AB (under change of name to Arizona Chem Sweden Holdings AB).

          “Increased Amount Date” as defined in Section 2.24.

          “Increased-Cost Lenders” as defined in Section 2.23.

          “Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.7.

          “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action

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necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee letter) delivered by any Agent or any Lender to Sponsor with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

          “Indemnitee” as defined in Section 10.3.

          “Intellectual Property” means (a) all inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all broadcast rights, (e) all mask works and all applications, registrations and renewals in connection therewith, (f) all know-how, trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice (including ideas, research and development, know-how, formulas, compositions and manufacturing and production process and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (g) all computer software (including data and related documentation), (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all licenses and agreements in connection therewith.

          “Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

          “Intercompany Note” means a promissory note substantially in the form of Exhibit I evidencing Indebtedness owed among the Credit Parties and their Subsidiaries (or such other form reasonably satisfactory to the Collateral Agent).

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          “Intercreditor Agreement” means an Intercreditor Agreement substantially in the form of Exhibit K, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

          “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months or, if agreed to by all Lenders of a tranche, nine- or twelve-months, as selected by the applicable Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c), of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date.

          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

          “Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than (x) in the case of any Credit Party, any other Credit Party and (y) in the case of any European Group Member, any other European Group Member); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than (x) in the case of any Credit Party, any other Credit Party and (y) in the case of any European Group Member, any other European Group Member), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and

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similar expenditures in the ordinary course of business) or capital contribution by Holdings or any of its Subsidiaries to any other Person (other than (x) in the case of any Credit Party, any other Credit Party and (y) in the case of any European Group Member, any other European Group Member), including all indebtedness and accounts receivable from such other Person that are not current assets or did not arise from sales to such other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

          “Joinder Agreement” means an agreement substantially in the form of Exhibit J.

          “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

          “Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance reasonably acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

          “Landlord Personal Property Collateral Access Agreement” means an agreement substantially in the form of Exhibit H with such amendments or modifications as may be approved by Collateral Agent, which approval shall not be unreasonably withheld.

          “Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest (i) designated from time to time by Collateral Agent in its reasonable discretion as not being required to be included in the Collateral or (ii) that is not permitted by its terms to be mortgaged or pledged to the Collateral Agent.

          “Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

          “Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be) including, without limitation, each such Affiliate that appoints the Collateral Agent as its agent and agrees to be bound by the Credit Documents as a Secured Party, subject to Section 9.8(c).

          “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

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          “Licensed Intellectual Property” means any interest of any Credit Party as licensee or sublicensee under any license of Intellectual Property, other than any such interest that has been designated from time to time by Collateral Agent as not being required to be included in the Collateral.

          “Licensor Consent and Estoppel” means, with respect to any Licensed Intellectual Property, a letter, certificate or other instrument in writing from the licensor under the related license, pursuant to which the licensor consents to the granting of a Security Interest on such Licensed Property by the Credit Party, such Licensor Consent and Estoppel to be in form and substance acceptable to Collateral Agent.

          “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

          “Loan” means a Second Lien Term Loan and a New Term Loan.

          “Management Investors” means the natural persons being the current or former members of management, officers and employees of Holdings and/or its Subsidiaries who have been, are or become investors in Holdings.

          “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

          “Material Adverse Effect” means (i) on the Closing Date, a “Material Adverse Effect” (as defined in the Stock Purchase Agreement) and (ii) thereafter, a material adverse effect on and/or material adverse developments with respect to (a) the business, operations, properties, assets or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole; (b) the ability of any Credit Party to fully and timely perform its Obligations; (c) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document.

          “Material Contract” means any contract or other arrangement to which Holdings or any of its Subsidiaries is a party (other than the Credit Documents and the First Lien Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

          “Material Real Estate Asset” means (i) any fee-owned Real Estate Asset having a fair market value in excess of $2,000,000 as of the date of the acquisition thereof and (ii) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $750,000 per annum.

          “Material Subsidiary” means any Subsidiary (a) for which the fair market value of its tangible assets is equal to or greater than 2% of the total tangible assets of Holdings and its

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Subsidiaries on a consolidated basis, or (b) which has Consolidated Adjusted EBITDA equal to or greater than 2% of the total Consolidated Adjusted EBITDA of Holdings and its Subsidiaries on a consolidated basis.

          “Maturity Date” means the Second Lien Term Loan Maturity Date and the New Term Loan Maturity Date.

          “Moody’s” means Moody’s Investor Services, Inc.

          “Mortgage” means any mortgage, deed of trust of similar document granting a security interest to the Secured Parties in owned Real Property of a Credit Party in form and substance reasonably acceptable to Collateral Agent in its reasonable discretion, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Mortgaged Property” as defined in Section 5.11.

          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

          “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

          “Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Holdings and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

          “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by a Credit Party from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable or reasonably estimated to be payable within two years of such Asset Sale by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) any bona fide direct or indirect costs incurred by a Credit Party in connection with such Asset Sale, including commissions, fees and reserves for taxes paid or payable in connection with such Asset Sale, (d) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset) and (e) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by a Credit Party in connection with such Asset Sale or any other liabilities associated with the assets subject to such Asset Sale and retained by a Credit Party after such

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Asset Sale including without limitation pension and other post-employment benefit liabilities and environmental liabilities.

          “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by a Credit Party (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of a Credit Party by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by a Credit Party in connection with the adjustment or settlement of any claims of a Credit Party in respect thereof, (b) any bona fide direct costs incurred in connection with (i) any such casualty or condemnation or (ii) any sale of such assets as referred to in clause (i)(b) of this definition, in either case including income or gains taxes payable or reasonably estimated to be payable within two years as a result of any gain recognized in connection therewith, and (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the assets in question and that is repaid as a result of such casualty or condemnation.

          “New Term Loan Commitment” as defined in Section 2.24.

          “New Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

          “New Term Loan Lender” as defined in Section 2.24.

          “New Term Loan Maturity Date” means the date that New Term Loans shall become due and payable in full hereunder, as specified in the Joinder Agreement, including by acceleration or otherwise.

          “New Term Loans” as defined in Section 2.24.

          “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

          “Non-U.S. Lender” as defined in Section 2.20(d).

          “Non-U.S. Participant” means any participant that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes.

          “Non-U.S. Plan” means any employee benefit plan maintained by Holdings or any of its Subsidiaries that is mandated or governed by any law, rule or regulation of any Government Authority other than the United States of America, any State thereof or any other political subdivision thereof.

          “Non-U.S. Subsidiary” means each Subsidiary organized in any jurisdiction other than the United States.

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          “Note” means a promissory note in the form of Exhibit B, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Notice” means a Funding Notice or a Conversion/ Continuation Notice.

          “Obligations” means all obligations of every nature of each Credit Party under any Credit Document or Hedge Agreement from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any such obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

          “Obligee Guarantor” as defined in Section 7.7.

          “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, including an official of a non-United States government, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.

          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

          “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

          “Permitted Acquisition” means any acquisition by Borrower, SWEAcqCo or any of their respective wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person (including the acquisition by a Credit Party of all of the economic and voting Equity Interests of the Specified Target to the extent not owned by a Credit Party as of the Closing Date); provided,

          (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

          (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

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          (iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower or SWEAcqCo in connection with such acquisition shall be owned 100% by Borrower or a Guarantor Subsidiary thereof or SWEAcqCo or a Guarantor Subsidiary thereof (as defined in the First Lien Credit Agreement), and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

          (iv) Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.7(d));

          (v) Borrower shall have delivered to Administrative Agent (A) at least 10 days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7 and (B) promptly upon request by Administrative Agent, in respect of any Permitted Acquisition involving consideration of more than $5,000,000, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) to the extent available, quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve month (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available;

          (vi) any Person or assets or division as acquired in accordance herewith (y) shall be in same or similar business or lines of business in which Borrower, SWEAcqCo and/or their respective Subsidiaries are engaged as of the Closing Date and (z) shall have generated positive cash flow (calculated on a pro forma basis in a manner consistent with Section 6.7(c)) for the four Fiscal Quarter period most recently ended prior to the date of such acquisition; and

          (vii) the sum of the aggregate unused portion of the Revolving Commitments (as defined in the First Lien Credit Agreement) at such time (after giving effect to the consummation of the respective Permitted Acquisition and any financing thereof) plus the aggregate amount of Cash and Cash Equivalents of Borrower, SWEAcqCo and their respective Subsidiaries at such time shall equal or exceed $10,000,000.

          “Permitted Indebtedness” as defined in Section 6.1.

          “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

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          “Permitted Subordinated Debt” as defined in Section 6.1(d).

          “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

          “Platform” as defined in Section 5.1(n).

          “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor, as it may be amended, supplemented, restated or otherwise modified from time to time.

          “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

          “Principal Office” means, for each of Administrative Agent, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to the Borrower, Administrative Agent and each Lender.

          “Projections” as defined in Section 4.8.

          “Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Second Lien Term Loan of any Lender, the percentage obtained by dividing (a) the Second Lien Term Loan Exposure of that Lender by (b) the aggregate Second Lien Term Loan Exposure of all Lenders; and (ii) with respect to all payments, computations, and other matters relating to New Term Loan Commitment or New Term Loans, the percentage obtained by dividing (a) the New Term Loan Exposure of that Lender by (b) the aggregate New Term Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Second Lien Term Loan Exposure and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Second Lien Term Loan Exposure and the aggregate New Term Loan Exposure of all Lenders.

          “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

          “Record Document” means, (A) with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in

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each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent and (B) Licensed Intellectual Property, (i) the license evidencing such Intellectual Property or a memorandum thereof, executed and acknowledged by the licensor of the affected Intellectual Property, or (ii) if such Licensed Intellectual Property was acquired or licensed from the holder of licensed rights or interests in the Intellectual Property, the applicable assignment or license document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon filing or recordation in the U.S. Patent and Trademark Office, U.S. Copyright Office, or any foreign equivalent place of filing, of the transfer of such holder’s rights or interests and otherwise in form reasonably satisfactory to Collateral Agent

          “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

          “Recorded License Interest” means Licensed Intellectual Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Licensed Intellectual Property to bona fide purchasers, mortgagees, transferees and licensees of the affected intellectual property.

          “Reference Banks” means, the principal office of BANA or such other banks as may be appointed by the Administrative Agent in consultation with Borrower.

          “Register” as defined in Section 2.7(b).

          “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

          “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

          “Related Agreements” means, collectively, the Stock Purchase Agreement, the First Lien Credit Agreement, the Stockholders Agreement and the documents in connection with the Permitted Subordinated Debt (if any).

          “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

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          “Replacement Lender” as defined in Section 2.23.

          “Required Prepayment Date” as defined in Section 2.15(c).

          “Requisite Lenders” means one or more Lenders having or holding Second Lien Term Loan Exposure and/or New Term Loan Exposure and representing more than 50% of the sum of (i) the aggregate Second Lien Term Loan Exposure of all Lenders, and (ii) the aggregate New Term Loan Exposure of all Lenders.

          “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of U.S. Holdings or Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of U.S. Holdings or Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of U.S. Holdings or Borrower now or hereafter outstanding; (iv) management or similar fees payable to Sponsor or any of its Affiliates and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Indebtedness under the Permitted Subordinated Debt.

          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

          “Second Lien Term Loan” means a Second Lien Term Loan made by a Lender to Borrower pursuant to Section 2.1(a)(i).

          “Second Lien Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Second Lien Term Loan and “Second Lien Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Second Lien Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Second Lien Term Loan Commitments as of the Closing Date is $125,000,000.

          “Second Lien Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Second Lien Term Loans of such Lender; provided, at any time prior to the making of the Second Lien Term Loans, the Second Lien Term Loan Exposure of any Lender shall be equal to such Lender’s Second Lien Term Loan Commitment.

          “Second Lien Term Loan Maturity Date” means the earlier of (i) the seventh anniversary of the Closing Date, and (ii) the date that all Second Lien Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

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          “Second Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is second in priority only to the Liens created under or relating to the First Lien Credit Agreement and any Permitted Liens.

          “Secured Parties” means the Agents, the Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.

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

          “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

          “Seller” as defined in the recitals.

          “Solvency Certificate” means a Solvency Certificate of the chief financial officer of U.S. Holdings substantially in the form of Exhibit F-2.

          “Solvent” means, with respect to any Group Member, that as of the date of determination, (i) (a) the sum of such Group Member’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Group Member’s present assets; (b) such Group Member’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) to the extent different from the standard set forth in clause (i), such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “Specified Target” means the Joint Venture of the Credit Parties existing on the Closing Date.

          “Sponsor” means Rhône Capital III L.P. and its Affiliates.

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          “Stockholders Agreement” means the partnership agreement dated as of the Closing Date by and among AZ Chem Investments Partners LP and the stockholders named therein, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions of Section 6.14 hereof.

          “Stock Purchase Agreement” as defined in the recitals.

          “Subject Transaction” as defined in Section 6.7(d).

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares, stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

          “SWEAcqCo” means Proserpina 1073 AB (under change of name to Arizona Chem Sweden AB), the European Borrower under the First Lien Credit Agreement.

          “Syndication Agent” as defined in the preamble hereto.

          “Tax” means any present or future stamp, documentary, value added or other tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to (a) a tax imposed by the jurisdiction in which that Person is organized or incorporated or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office) other than a jurisdiction in which it is subject to tax solely as a result of such Person having executed, delivered or performed its obligations or received a payment under or enforced, any of the Credit Documents or (b) any branch profits tax imposed by the jurisdictions listed in clause (a).

          “Terminated Lender” as defined in Section 2.23.

          “Title Policy” as defined in Section 5.11.

          “Transaction Costs” means the fees, costs and expenses payable by Holdings, Borrower or any of their respective Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

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          “Transactions” means the Acquisition, the Equity Contribution, the entering into and funding of the Second Lien Term Loans and the entering into and funding of the First Lien Term Loans.

          “Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan.

          “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          “U.S. Holdings” as defined in the preamble hereto.

          “U.S. Lender” as defined in Section 2.20(d).

          “U.S. Subsidiary” means each Subsidiary organized under the laws of the United States.

     1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements; provided, however, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Section 2.14 or Section 6 or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if Administrative Agent notifies the Borrower that the Requisite Lenders wish to amend Section 2.14, Section 6 or any related definition for such purpose), then (i) the Borrower and Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such covenant and (ii) the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective until such covenant is amended in a manner satisfactory to the Borrower and Requisite Lenders.

     1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

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SECTION 2. LOANS

     2.1. Term Loans.

          (a) Loan Commitments. Subject to the terms and conditions hereof, each Lender with a Second Lien Term Loan Commitment severally agrees to make, on the Closing Date, a Second Lien Term Loan to Borrower in Dollars in an amount equal to such Lender’s Second Lien Term Loan Commitment.

Borrower may make only one borrowing under the Second Lien Term Loan Commitment. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Second Lien Term Loans shall be paid in full no later than the Second Lien Term Loan Maturity Date. Each Lender’s Second Lien Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Second Lien Term Loan Commitment on such date.

          (b) Borrowing Mechanics for Term Loans.

               (i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than two days prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

               (ii) Each Lender shall make its Second Lien Term Loan available to Syndication Agent not later than 12:00 p.m. (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Syndication Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Syndication Agent shall make the proceeds of the Second Lien Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Syndication Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by Syndication Agent or to such other account as may be designated in writing to Syndication Agent by the Borrower.

2.2. Reserved.

2.3. [Reserved.].

2.4. [Reserved.].

2.5. Pro Rata Shares; Availability of Funds.

          (a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment of any Lender be increased or decreased as a result

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of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

     2.6. Use of Proceeds. The proceeds of the Second Lien Term Loans made on the Closing Date shall be applied by Borrower (i) to finance, in part, the Acquisition and (ii) to pay fees and expenses incurred in connection with the Transactions. The New Term Loans made after the Closing Date shall be applied by Borrower for working capital, capital expenditures and general corporate purposes of Borrower and its Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of any Credit Extension shall be used in any manner that causes such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

     2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and Loans of each Lender from time to time (the “Register”). The Register shall be

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available for inspection by Borrower or any Lender (solely with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect of any Loan. Borrower hereby designates CapitalSource to serve as such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent CapitalSource serves in such capacity, CapitalSource and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

          (c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Second Lien Term Loan or New Term Loan, as the case may be.

     2.8. Interest on Loans.

          (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

               (i) if a Base Rate Loan, at the Base Rate plus 4.50% per annum; or

               (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 5.50% per annum.

          (b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

          (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice,

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Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

          (e) Except as otherwise set forth herein, interest on each Loan (i) with respect to Loans, shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

     2.9. Conversion/Continuation.

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing:

               (i) Borrower shall have the option to convert at any time all or any part of any Term Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

               (ii) Borrower shall have the option upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of each applicable amount as a Eurodollar Rate Loan in excess of that amount as a Eurodollar Rate Loan.

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          (b) Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York time) at one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

     2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), all payments of principal then overdue and, to the extent permitted by applicable law, any interest payments on the Loans then overdue or any fees or other amounts owed hereunder then overdue, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest, to the extent of amounts then overdue, payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

     2.11. Fees; Call Protection.

          (a) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

          (b) In the event that the Loans are prepaid or repaid in whole or in part pursuant to Section 2.13 or Section 2.14(c) and (d) or by acceleration prior to the first anniversary of the Closing Date, the Borrower shall pay to the Lenders hereunder a prepayment premium of 1.00% on the principal amount so prepaid or repaid on or before the first anniversary of the Closing Date.

     2.12. Repayment. The Borrower shall repay the entire principal amount of the outstanding Loans, together with all other amounts owed hereunder with respect thereto, in full on the Second Lien Term Loan Maturity Date and the New Term Loan Maturity Date, as applicable.

     2.13. Voluntary Prepayments.

          (a) Any time and from time to time:

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               (i) with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and

               (ii) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

          (b) All such prepayments shall be made:

               (i) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

               (ii) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans.

in each case given to Administrative Agent, by 12:00 p.m. (New York time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

     2.14. Mandatory Prepayments.

          Subject to the terms of Section 2.11(b), so long as no amounts are outstanding under the First Lien Credit Agreement (or any permitted refinancing thereof) and all commitments thereunder have been terminated and all letters of credit issued thereunder shall have been terminated or fully cash collateralized, or as otherwise consented to by requisite lenders under the First Lien Credit Agreement or as due to a waiver pursuant to Section 2.15(c) of the First Lien Credit Agreement:

          (a) Asset Sales. No later than the tenth Business Day following the date of receipt by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of their respective Subsidiaries, to invest all or any portion of such Net Asset Sale Proceeds within 365 days of receipt thereof (or within fifteen months of receipt if a binding agreement to reinvest is entered into within two hundred seventy days of receipt) in long-term productive or other capital assets of the general type used in the business of Borrower and its Subsidiaries.

          (b) Insurance/Condemnation Proceeds. No later than the tenth Business Day following the date of receipt by Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, so long as no Default or Event of Default shall have occurred and be

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continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within 365 days of receipt thereof (or within fifteen months of receipt if a binding agreement to reinvest is entered into within two hundred seventy days of receipt) in long term productive or other capital assets of the general type used in the business of Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

          (c) Issuance of Equity Securities. No later than the first Business Day following the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.r.l, Holdings or U.S. Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.r.l, Holdings or U.S. Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances to the Sponsor), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) recently shall be 3.50:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such net proceeds.

          (d) Issuance of Debt. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other out-of-pocket costs and expenses associated therewith, including legal auditing and accounting fees and expenses.

          (e) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007), Borrower shall, no later than one hundred ten days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans and First Lien Loans (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments); provided, that during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio) shall be 3.50:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans and First Lien Loans (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (each as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments).

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          (f) Reserved.

          (g) Reserved.

          (h) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

     2.15. Application of Prepayments.

          (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment.

          (b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied to prepay Loans of each Lender on a pro rata basis.

          (c) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

     2.16. General Provisions Regarding Payments.

          (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

          (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such

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Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

          (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

          (e) [Reserved.]

          (f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

          (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied, subject to the Intercreditor Agreement, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

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     2.17. Ratable Sharing. Subject to the terms of the Intercreditor Agreement, Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

     2.18. Making or Maintaining Eurodollar Rate Loans.

          (a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.

          (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty,

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governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

          (c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

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          (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

     2.19. Increased Costs; Capital Adequacy.

          (a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto), or compliance by such Lender with any guideline, request or directive issued or made after the date hereof (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the actual cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount actually received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an

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increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

          (b) Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

          Notwithstanding the foregoing, Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     2.20. Taxes; Withholding, etc.

          (a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by any Governmental Authority or any political subdivision or taxing authority thereof or therein.

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          (b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify, or cause to be notified, Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower become aware of it; (ii) Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of such deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after payment of such sum, and within thirty days after the due date of payment of any Tax Borrower shall deliver, or cause to be delivered, to Administrative Agent the original or certified copy of and receipt evidencing such payment; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, however, that a Lender shall be entitled to receive additional amounts under clause (iii) above to the extent such Lender’s assignor was entitled to receive additional amounts.

          (c) Payment of Other Taxes. In addition, Borrower shall pay or cause to be paid any and all present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

          (d) Evidence of Exemption From U.S. Withholding Tax. Each Lender making a loan to Borrower that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “Non-U.S. Lender”) shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times upon request of Borrower or Administrative Agent as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or W-8IMY (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a

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“bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN and/or W-8IMY (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Lender making a Loan to Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to Borrower and Administrative Agent on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times, upon request of Borrower or Administrative Agent, as may be necessary in the determination of Borrower and Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-U.S. Lender shall not be required to deliver any form or statement pursuant to this Section 2.20(d) that such Non-U.S. Lender is not legally able to deliver. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY or W-9, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8IMY (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code or reasonably requested by Borrower to confirm or establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-U.S. Lender under Section 2.20(b)(iii), unless such additional amounts are imposed as a result of the Lender becoming a Replacement Lender under Section 2.23, or designating a new lending office under Section 2.21, at the request of the Borrower, if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in this Section 2.20(d), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first and second sentences of this Section 2.20(d) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(d) shall relieve Borrower of its

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obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

          (e) Evidence of Exemption from U.S.Backup Withholding Tax. Each Lender shall unless it is subject to the requirements to deliver forms pursuant to Section 2.20(d) above, deliver to the Administrative Agent, on the Closing Date (or, if later, on or prior to the date such Lender becomes a party hereto) and from time to time thereafter, upon the request of the Administrative Agent or on or prior to the expiration of the previously delivered form, two original copies of either Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY or W-9 (with required attachments), as may be applicable, in each case properly completed and executed, as will permit such payments to be made without any United States backup withholding tax.

          (f) Evidence of Exemption from Non-U.S. Withholding Tax. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which any Borrower is subject to tax, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver, within a reasonable period of time, to the relevant Borrower (with a copy to the Collateral Agent), as reasonably requested by such Borrower, such properly completed and executed documentation prescribed by applicable law (including, if relevant, a certificate of residence) as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation.

          (g) Borrower Indemnification for Failure to Pay Required Taxes, etc. If Borrower fail to pay (or cause to be paid) any Taxes pursuant to Section 2.20(b)(ii) or (c) when due to the appropriate tax authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, Borrower shall jointly and severally indemnify the Administrative Agent and the Lenders (which term shall include Collateral Agents for purposes of this Section 2.20(g)) for the full amount of such Taxes paid by Administrative Agent or any Lender and any incremental Taxes that may become payable by the Administrative Agent or any Lender as a result of any such failure. Payment under this indemnification must be made within fifteen days from the date any Administrative Agent or any Lender or any of their respective Affiliates makes written demand therefore accompanied by appropriate evidence of the Tax and its payment.

          (h) Treatment of Certain Refunds. So long as no Default or Event of Default has occurred and is continuing, if the Administrative Agent or a Lender (which term shall include the Collateral Agent for purposes of this Section 2.20(h)) determines, in its sole discretion, that it has received a refund of any Taxes or other taxes (as described in Section 2.20(d)) as to which it has been indemnified by a Credit Party or with respect to which the Credit Party has paid additional amounts pursuant to this Section, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section with respect to the Taxes or other taxes (as described in Section 2.20(d)) giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such

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Lender, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Credit Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

     2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

     2.22. [Reserved.]

     2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated

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Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

     2.24. Incremental Facilities. Borrower may by written notice to Administrative Agent and GSCP elect to request the establishment of one new term loan commitment (the “New Term Loan Commitments”) by an amount not in excess of $25,000,000 in the aggregate. Such notice shall specify (A) the date (the “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to GSCP and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that GSCP may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitments. Such New Term Loan Commitments shall become effective as of the Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Term Loan Commitments; (2) both before and after giving effect to the making of the New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to a Joinder Agreement executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, and each of which shall be recorded in the Register and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(d); (5) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Term Loan Commitments; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction.

     On the Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term

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Loan Lender shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitments, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitments and the New Term Loans made pursuant thereto.

     Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of the Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders.

     The terms and provisions of the New Term Loans and New Term Loan Commitments shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Second Lien Term Loans. In any event (i) the weighted average life to maturity of the New Term Loans shall be no shorter than the weighted average life to maturity of the Second Lien Term Loans, (ii) the New Term Loan Maturity Date shall be no shorter than the latest of the final maturity of the Second Lien Term Loans, and (iii) the rate of interest applicable to the New Term Loans shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Second Lien Term Loans plus 0.50% per annum unless the interest rate with respect to the Second Lien Term Loans is increased so as to equal the interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.50% per annum. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.24.

SECTION 3. CONDITIONS PRECEDENT

     3.1. Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

          (a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document contemplated herein to be delivered on the Closing Date originally executed and delivered by each applicable Credit Party for each Lender.

          (b) Organizational Documents; Incumbency. Lead Arranger shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as

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of the Closing Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date.

          (c) Consummation of Transactions.

               (i) (1) Borrower shall have received the gross proceeds from the borrowings of the First Lien Loans in an aggregate amount in cash of not less than $250,000,000; (2) Borrower shall have delivered to Administrative Agent complete, correct and conformed copies of the First Lien Credit Agreement; and (3) the Equity Contribution shall have occurred, on material terms and pursuant to documents reasonably satisfactory to Lead Arranger.

               (ii) Stock Purchase Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Lead Arranger and no provision thereof shall have been modified or waived in any respect determined by Lead Arranger to be material, in each case without the consent of Lead Arranger. All conditions precedent to the consummation of the Acquisition shall have been satisfied or waived (with the prior consent of the Lead Arranger if the Lead Arranger reasonably determines such waiver is materially adverse to the Lenders).

          (d) Existing Indebtedness. On the Closing Date, other than Permitted Indebtedness, Holdings and its Subsidiaries shall have (i) repaid in full all existing Indebtedness of the Acquired Business, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing existing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of letters of credit under the First Lien Credit Agreement to support the obligations of Holdings and its Subsidiaries with respect thereto.

          (e) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected Second Priority security interest in the personal property Collateral, the Credit Parties shall have delivered to Collateral Agent:

               (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute, authorize and deliver, to the extent applicable, UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

               (ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby;

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               (iii) fully executed and notarized Intellectual Property security agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 4.7 to the Pledge and Security Agreement; and

               (iv) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent.

          (f) Financial Statements; Projections. Lenders shall have received from Borrower: (i) the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent, and (iii) (in respect of non-public Lenders only) the Projections.

          (g) Evidence of Insurance. Collateral Agent shall have received a certificate from the Credit Parties’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.

          (h) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Sullivan & Cromwell LLP, counsel for the Credit Parties dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

          (i) Fees. Borrower shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11(a).

          (j) Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from U.S. Holdings and in form, scope and substance satisfactory to Administrative Agent, and demonstrating that after giving effect to the consummation of the Transactions and any rights of contribution, each of U.S. Holdings and its Subsidiaries is and will be Solvent.

          (k) Closing Date Certificate. Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

          (l) No Litigation. There shall not exist any Adverse Proceeding affecting the Acquisition to the extent that the existence of such Adverse Proceeding would allow the Sponsor to terminate without liability its obligations under the Stock Purchase Agreement or relating to the financing contemplated thereby.

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          (m) Letter of Direction. Administrative Agent and Lead Arranger shall have received a duly executed letter of direction from Borrower addressed to Lead Arranger, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

          (n) Maximum Leverage Ratio. The ratio of (i) Consolidated Total Debt as of the Closing Date after giving effect to the Acquisition to (ii) pro forma Consolidated Adjusted EBITDA for the latest twelve-month period for which financial statements are then available shall not be greater than 5.2:1.0.

          (o) Patriot Act. At least 10 days prior to the Closing Date (or such shorter period of time reasonably agreed to by the Administrative Agent), the Lead Arranger shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

     3.2. Conditions to Each Credit Extension.

          (a) Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

               (i) Administrative Agent shall have received a fully executed and delivered Funding Notice;

               (ii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents (or in respect of the Closing Date only, such representations and warranties made by the Sellers to the Sponsor in the Stock Purchase Agreement as are material to the interests of the Lenders but only to the extent that Sponsor has the right to terminate without liability its obligations under the Stock Purchase Agreement and Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.12, 4.16, 4.17, 4.20, 4.25 and 4.26) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and

               (iii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

          (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Funding Notice, Borrower may give

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Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing or continuation/conversion. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender, on the Closing Date and on each Credit Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with and after giving effect to the consummation of the Transactions contemplated hereby):

     4.1. Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing (to the extent such concept is known in the relevant jurisdiction) in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

     4.2. Equity Interests and Ownership. The Equity Interests of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date after giving effect to the Transaction.

     4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

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     4.4. No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties and the First Lien Credit Documents); or (d) require any approval of stockholders, shareholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent and the collateral agent under the First Lien Credit Documents for filing and/or recordation, as of the Closing Date.

     4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Acquired Businesses nor any of their Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) of Holdings and any of its Subsidiaries taken as a whole.

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     4.8. Projections. On and as of the Closing Date, the projections of Holdings and its Subsidiaries for the period of Fiscal Year 2007 through and including Fiscal Year 2011 (the “Projections”) are based on recent historical information and based on good faith estimates and assumptions made by the management of Holdings; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Holdings believed that the Projections were reasonable and attainable.

     4.9. No Material Adverse Change. Since December 31, 2005, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

     4.10. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws in any jurisdiction (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     4.11. Payment of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable except those for which adequate amounts have been recorded as a liability or reserved against on the most recent Historical Financial Statements. Holdings knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

     4.12. Properties.

          (a) Title. Except as set forth on Schedule 4.12 and subject in each case to Permitted Liens, each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under

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Section 6.8. Other than Permitted Liens, all such properties and assets are free and clear of Liens.

          (b) Real Estate. As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Holdings does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, and except for any such default or failure that could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

     4.13. Environmental Matters. (i) Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) there are and, to each of Holdings’ and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Holdings nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Holdings’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state or foreign law equivalent; (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (vi) no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

     4.14. No Defaults. As of the Closing Date, neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the

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consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

     4.15. Material Contracts. Schedule 4.15 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect and no material defaults currently exist thereunder as of the Closing Date.

     4.16. Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal, state or foreign law, statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

     4.17. Margin Stock. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors.

     4.18. Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the best knowledge of Holdings, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the best knowledge of Holdings, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the best knowledge of Holdings, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the best knowledge of Holdings, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

     4.19. Employee Benefit Plans.

          (a) Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of

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the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA could not reasonably be expected to result in a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan in a manner that could reasonably be expected to result in a Material Adverse Effect.

          (b) All Non-U.S. Plans are operated in compliance with all applicable laws, each Credit Party which contributes to a Non-U.S. Plan has paid all required contributions to such Non-U.S. Plan as they fall due, and no action or omission has been or is expected to be taken by any Credit Party nor has any event occurred in relation to a Non-U.S. Plan which has or is reasonably likely to result in liability to any Credit Party to any Governmental Authority. At the request of Administrative Agent, Borrower shall deliver to Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirement (as applicable either to the trustees of any relevant Non-U.S. Plans or to a Credit Party), actuarial reports in relation to all Non-U.S. Plans. Borrower shall promptly notify the Administrative Agent of any material change in the rate of contributions to any Non-U.S. Plans either paid or recommended to be paid (whether by the scheme actuary, the trustees or otherwise) or required (by law or otherwise).

          (c) There are no liabilities associated with or arising from any European Group Member participating in, providing, or contributing to, either currently or in the past, or ceasing to provide or contribute to, or in respect of, any scheme or arrangement for the provision of any pension, superannuation, retirement (including on early retirement) or death benefits (including

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in the form of a lump sum) (the benefits together referred to as “Pension Benefits”) or providing, or being obligated to provide or failing to provide any Pension Benefits, which are not fully funded, insured or provided for on a generally accepted basis either through a separate trust, insurance policy or as an accrual or provision in the accounts of the relevant European Group Member.

     4.20. Solvency. The Credit Parties are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

     4.21. Compliance with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, laws, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     4.22. Disclosure. No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written materials furnished to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to Holdings, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and written materials furnished to Lenders for use in connection with the transactions contemplated hereby.

     4.23. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

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SECTION 5. AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, each Credit Party shall perform, and shall cause each of its Subsidiaries and the European Group Members to perform, all covenants in this Section 5.

     5.1. Financial Statements and Other Reports. Borrower will deliver to Administrative Agent and Lenders:

          (a) Quarterly Financial Statements. As soon as available, and in any event within 45 days (or, as soon as available, in the case of the Fiscal Quarter ending March 31, 2007, or within 60 days, in the case of the Fiscal Quarter ending June 30, 2007) after the end of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

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

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          (c) Compliance Certificate. Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

          (d) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

          (e) Notice of Default. Promptly upon any officer of Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Borrower with respect thereto; (ii) that any Person has given any notice to Borrower or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

          (f) Notice of Litigation. Promptly upon any officer of Borrower obtaining knowledge of (i) the institution of, or non-frivolous written or authenticated threat of, any Adverse Proceeding not previously disclosed in writing by Borrower to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters (provided that there shall be no obligation to provide details of such Adverse Proceeding that, if provided, would in the reasonable view of counsel to Borrower, impair the privileged status of the information);

          (g) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto or similar Governmental Authority with respect to any Non-U.S. Plan; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a

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Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan or similar reports or filings relating to any Non-U.S. Plan as Administrative Agent shall reasonably request;

          (h) Financial Plan. As soon as practicable and in any event no later than forty-five days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (or, if shorter, through the final maturity date of the Loans) (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, and (ii) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries for each Fiscal Quarter of such Fiscal Year;

          (i) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Borrower and its Subsidiaries;

          (j) Information Regarding Collateral. (a) Borrower will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, (iii) in any Credit Party’s jurisdiction of incorporation or organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification or registered number. Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code, any foreign laws or regulation, or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

          (k) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Borrower shall deliver to Collateral Agent a certificate of its Authorized Officer (i) either confirming that there has been no material change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixtures filings, as applicable) and all supplemental Intellectual Property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above (or in such Collateral Questionnaire) to the extent necessary to effect, protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

          (l) Final Historical Financial Statements. As soon as available, and in any event within 45 days after the Closing Date, the final audited combined balance sheet of the Arizona

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Chemical Division (as defined in such audited financial statements) as of December 31, 2006, 2005 and 2004 and the final audited combined statements of income and cash flows of the Arizona Chemical Division (as defined in such audited financial statements) for each of the Fiscal Years ended December 31, 2006, 2005, 2004 and 2003;

          (m) Other Information. Such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender; and

          (n) Certification of Public Information. Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Nonpublic Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Borrower, its Subsidiaries and their securities.

          (o) Investigations. If an Event of Default is continuing or if the Requisite Lenders believe in good faith and on reasonable grounds that any financial statements or calculations provided by Holdings or any of its Subsidiaries are inaccurate or incomplete in any material respect the Administrative Agent may, following consultation with Borrower as to the scope of the investigation and its cost: (i) instruct (or require Borrower to instruct) a recognized firm of accountants selected by the Administrative Agent to carry out an investigation into the affairs of the Group Members and/or the financial performance of the Group Members and/or the accounting and other reporting procedures and standards of the Group Members; and/or (ii) request confirmation that any figure in the most recent quarterly or annual Compliance Certificate delivered under Section 5.1(c) has been correctly extracted from the relevant financial statements delivered under Section 5.1(a) and (b); and/or (iii) instigate such other investigations and commission such other reports (including, without limitation, legal and valuation reports) as the Administrative Agent shall reasonably require into the affairs of the Group Members, in each case to the extent that the Administrative Agent considers them to be relevant to such Event of Default or the circumstances giving rise to such Event of Default or establishing the accuracy of such financial statements and/or calculations. The reasonable expense of any such investigation shall be borne by Borrower.

     5.2. Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party (other than Borrower with respect to existence) or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s

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board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

     5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries and the European Group Members to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries or the European Group Members to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

     5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries and the European Group Members to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

     5.5. Insurance. Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and property insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Borrower will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value property insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured Parties, as an additional insured thereunder as its interests may appear, (ii) in the case of each property insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and provide for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

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     5.6. Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries and the European Group Members to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. At any time that a Default or Event of Default shall have occurred and be continuing, each Credit Party will, and will cause each of its Subsidiaries and the European Group Members to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

     5.7. Lenders Meetings. Holdings and Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

     5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries, the European Group Members and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all ERISA and Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.9. Environmental.

          (a) Environmental Disclosure. Borrower will make available to Administrative Agent and Lenders:

          (i) as soon as practicable following receipt thereof, copies of all material environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons in the possession of Holdings or any of its Subsidiaries, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

          (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Holdings or Borrower’s discovery of any occurrence or condition on any real property adjoining or in

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the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

          (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

          (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

          (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

          (b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries and the European Group Members promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party, its Subsidiaries or the European Group Members that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party, any of its Subsidiaries or the European Group Members and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     5.10. Subsidiaries. In the event that any Person becomes a U.S. Subsidiary of Borrower, Borrower shall (a) promptly cause such U.S. Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents,

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instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(e), 3.1(g) and 3.1(h). In the event that any Person becomes a Non-U.S. Subsidiary of Borrower, and the ownership interests of such Non-U.S. Subsidiary are owned by Borrower or by any U.S. Subsidiary thereof, Borrower shall, or shall cause such U.S. Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), and Borrower shall take, or shall cause such U.S. Subsidiary to take, all of the actions referred to in Section 3.1(e)(i) necessary to grant and to perfect a Second Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such ownership interests. With respect to each such Subsidiary, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.

     Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and for so long as, shall not be required if in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

     With respect to a material license agreement applicable to Intellectual Property that is owned by a third party and licensed to Borrower or a Subsidiary thereof and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any material Inventory, each of Borrower and its Subsidiaries shall give Collateral Agent not less than thirty (30) days prior written notice of its intention to not renew or to terminate, cancel, surrender or release its rights under any such license agreement, or to amend any such license agreement or related arrangements to limit the scope of the right of such Borrower or such Subsidiary to use the Intellectual Property subject to such license agreement, either with respect to product, territory, term or otherwise, or to increase the amounts to be paid by such Borrower or such Subsidiary party thereto thereunder or in connection therewith.

     5.11. Additional Material Real Estate Assets.

          (a) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority security interest in certain Real Estate Assets, within seventy-five (75) days following the Closing Date (or such longer period of time acceptable to the Collateral Agent), Collateral Agent shall have received from Borrower and each applicable Guarantor, unless waived by the Collateral Agent in its reasonable discretion:

          (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.11 (each, a “Mortgaged Property”); provided that with respect to Leasehold Property, the mortgagor will only be required to use its commercially reasonable efforts to obtain such Mortgages;

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          (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

          (iii) in the case of each Leasehold Property, at the Administrative Agent’s reasonable discretion: (1) (A) a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; or (2) a Landlord Personal Property Collateral Access Agreement; provided that the Credit Parties will only be required to use commercially reasonable efforts to obtain such Landlord Consent and Estoppel or Landlord Personal Property Collateral Access Agreement;

          (iv) (a) recent ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; and

          (v) flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent.

          (b) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall within sixty days following the date of such acquisition (or such longer period of time acceptable to the Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates (to the extent applicable in the relevant jurisdiction) similar to those described in Section 5.1(a) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required

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by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

          (c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and for so long as, shall not be required if in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording taxes that may be payable with respect to any Mortgage.

     5.12. Interest Rate Protection. No later than ninety (90) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, Borrower shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness for borrowed money of Holdings and its Subsidiaries then outstanding is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

     5.13. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent, may reasonably request in order to effect fully the terms of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Collateral Agent may reasonably specify (and in such form as the Collateral Agent may reasonably require in favor of the Collateral Agent or its nominee(s)), to the extent reasonably required by Administrative Agent or Collateral Agent, for the exercise of any rights, powers and remedies of the Collateral Agent or: (i) to perfect the security created or intended to be created under or evidenced by the Collateral Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of security pursuant to the Collateral Documents) or the Credit Parties provided by or pursuant to the Credit Documents or by law; (ii) to confer on the Collateral Agent or confer on the Credit Parties security over any property and assets of that Credit Party located in any jurisdiction equivalent or similar to the security intended to be conferred by or pursuant to the Collateral Documents; and/or (iii) to facilitate the realization of the assets which are, or are intended to be, the subject of the Collateral Documents. Each Credit Party shall, take all such action as is available to it (including making all filings and registrations) as may be reasonably necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Collateral Agent or the Credit Parties by or pursuant to the Credit Documents.

     5.14. Miscellaneous Covenants. Unless otherwise consented to by Agents or Requisite Lenders:

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          (a) Maintenance of Ratings. At all times, Borrower shall use commercially reasonable efforts to maintain ratings issued by Moody’s and S&P with respect to its senior secured debt.

          (b) Cash Management Systems. The Credit Parties shall establish control agreements with respect to Deposit Accounts held in the United States and maintain cash management systems reasonably acceptable to Agents.

     5.15. Certain Post-Closing Obligations.

          (a) Within thirty (30) days following the Closing Date (or such longer period reasonably determined by the Administrative Agent), each Credit Party shall obtain duly executed Control Agreements with respect to such Credit Party’s Deposit Accounts (other than any such accounts constituting payroll accounts and accounts holding Cash and Cash Equivalents of no more than $250,000 in the aggregate for more than two (2) consecutive Business Days for all Credit Parties), in substantially the form attached to the Pledge and Security Agreement as Exhibit D (or such other form as reasonably acceptable to the Administrative Agent).

SECTION 6. NEGATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, such Credit Party shall perform, and shall cause each of its Subsidiaries and the European Group Members to perform, all covenants in this Section 6.

     6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except (the following, “Permitted Indebtedness”):

          (a) the Obligations;

          (b) Indebtedness of (i) any Credit Party owed to any other Credit Party, (ii) any European Group Member owed to any other European Group Member and (iii) to the extent such Indebtedness constitutes a permitted Investment pursuant to Section 6.6(j), Indebtedness of any Subsidiary of Holdings that is not a Group Member to any Group Member; provided, that (A) in the case of (i) (1) all such Indebtedness shall be evidenced by Intercompany Notes, which shall be subject to a Second Priority Lien pursuant to the Pledge and Security Agreement or another Collateral Document, with respect to the Intercompany Note evidencing Indebtedness owed to a U.S. Subsidiary or Borrower, securing the Obligations and (2) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable Intercompany Note, and (B) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made; provided further that notwithstanding anything to the contrary in any Collateral Document, Intercompany Notes evidencing Indebtedness pursuant to clauses (i) and (ii) above shall not be required to be delivered to the

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Collateral Agent more frequently than once per Fiscal Quarter (or such other period of time deemed reasonably acceptable to the Collateral Agent);

          (c) the First Lien Obligations and Indebtedness incurred to refinance, renew or replace such Indebtedness in whole or in part, as permitted by the Intercreditor Agreement;

          (d) Indebtedness in an aggregate principal amount not to exceed $115,000,000 (“Permitted Subordinated Debt”) that is (i) subordinated to the Obligations on terms customary at the time for high-yield subordinated debt securities issued in a public offering, (ii) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the maturity date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) hereof), (iii) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to Borrower as the terms and conditions customary at the time for high-yield subordinated debt securities issued in a public offering and (iv) is incurred by the Borrower and guaranteed only by the U.S. Credit Parties; provided that (1) both immediately prior and after giving effect to the incurrence thereof, (x) no Default shall exist or result therefrom and (y) Holdings will be in compliance with the covenants set forth in Section 6.7 and provided further that a certificate of a Responsible Officer delivered to Administrative Agent at least 10 days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of this clause (c) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Administrative Agent notifies Borrower within 5 days of receipt of such certificate that it disagrees with such determination;

          (e) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings or any of its Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries;

          (f) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

          (g) Indebtedness in respect of netting services, overdraft protections, cash management services and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business;

          (h) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;

          (i) guaranties (i) by Borrower or a Guarantor of Indebtedness of any Credit Party, and (ii) by any European Group Member of Indebtedness of any other European Group

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Member, with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that in the case of (i) and (ii) that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

          (j) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

          (k) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $34,500,000; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 90% of the aggregate consideration paid with respect to such asset;

          (l) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Holdings or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $17,250,000 at any one time outstanding, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary (other than by any such person that so becomes a Subsidiary), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (1) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not changed and (3) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced; and

          (m) other secured or unsecured Indebtedness of Holdings and its Subsidiaries including Indebtedness of Non-U.S. Subsidiaries in an aggregate amount not to exceed at any time $23,000,000; provided that no more than an aggregate amount of $11,500,000 of such Indebtedness at any time shall be secured.

     6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or

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instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under the intellectual property laws, rules or procedures, except:

          (a) (i) Subject to the terms of the Intercreditor Agreement, Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document; and (ii) Liens securing obligations under the First Lien Credit Agreement and any refinancings thereof permitted by Section 6.1(c);

          (b) Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and Liens for Taxes not yet due and payable and otherwise in compliance with the requirements of Section 5.3;

          (c) statutory Liens of landlords, Liens affecting the interest of the landlord under any Lease, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

          (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

          (e) easements, rights-of-way, restrictions, encumbrances, encroachments, and other defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;

          (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

          (g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

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          (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

          (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

          (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

          (k) licenses of patents, copyrights, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries existing as of the date hereof or hereafter entered into in the ordinary course of business;

          (l) Liens described in Schedule 6.2 or on a title report delivered pursuant to Section 3.1(i)(iv);

          (m) Liens securing Indebtedness permitted pursuant to Section 6.1(m); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; and

          (n) other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $11,500,000 at any time outstanding.

     6.3. No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) restrictions contained in the First Lien Credit Agreement and the Permitted Subordinated Debt, no Credit Party nor any of its Subsidiaries nor any of the European Group members shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

     6.4. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries, the European Group Members or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that (a) U.S. Borrower may make regularly scheduled payments of interest and fees due in respect of the Permitted Subordinated Debt; (b) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Borrower and U.S. Holdings may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $1,150,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (c) Borrower and U.S. Holdings may

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pay, or make Restricted Junior Payments to Holdings to allow it to pay, management fees to Sponsor or its Affiliates not exceeding an aggregate amount per annum of $2,300,000 per Fiscal Year; provided that such payments shall be subordinated to the Obligations on terms satisfactory to Administrative Agent, and that upon the occurrence of a Default or an Event of Default and during the continuance thereof, no payment of any management fees or similar distributions to the Sponsor or any of its Affiliates shall be permitted under this Section 6.4(c), (d) Borrower and U.S. Holdings may make Restricted Junior Payments consisting of the cashless exercise of options and warrants of the Equity Interests of Holdings or any of its Subsidiaries and (e) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Credit Parties may declare and pay dividends or make other distributions to purchase or redeem Equity Interests of Holdings, AZ Chem Investments Partners LP or AZ Chem Luxembourg Finance S.à.r.l. (including related stock appreciation rights or similar securities) held by or for the benefit of then present or former officers or employees of Holdings or any of its Subsidiaries or upon such Person’s death, disability, retirement or termination of employment or under the terms of any benefit plan or agreement relating to such shares of stock or related rights; provided that the aggregate amount of such cash purchases or redemptions shall not exceed $2,300,000 in any Fiscal Year.

     6.5. Restrictions on Subsidiary Distributions. Except as provided herein or in the First Lien Credit Agreement and the Permitted Subordinated Debt, no Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5.

     6.6. Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

          (a) Investments in Cash and Cash Equivalents;

          (b) equity Investments owned as of the Closing Date in any Subsidiary, (ii) equity Investments made after the Closing Date by Holdings, Borrower or any Guarantor in any wholly-owned Guarantor and (iii) equity Investments made after the Closing Date by any European Group Member in any wholly-owned any European Group Member;

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          (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries;

          (d) intercompany loans to the extent permitted under Section 6.1(b);

          (e) Consolidated Capital Expenditures;

          (f) (i) loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,150,000; and (ii) Investments made in the ordinary course of business consisting of notes from employees and directors of Holdings and its Subsidiaries used as consideration for the contemporaneous purchase of the Equity Interests of Holdings in an aggregate amount not to exceed at any time $1,150,000;

          (g) Permitted Acquisitions permitted pursuant to Section 6.8;

          (h) Investments described in Schedule 6.6;

          (i) Investments in an aggregate amount not to exceed at any time $69,000,000 in connection with the acquisition by a Credit Party of more than 51%, but less than all, of the economic and voting Equity Interests in the Specified Target; provided (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations; (iii) Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.7(d)); (iv) Borrower shall have delivered to Administrative Agent at least 10 days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iii) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7; and (v) the sum of the aggregate unused portion of the Revolving Commitments (as defined in the First Lien Credit Agreement) at such time (after giving effect to the consummation of such acquisition and any financing thereof) plus the aggregate amount of Cash and Cash Equivalents of Borrower, SWEAcqCo and their respective Subsidiaries at such time shall equal or exceed $11,500,000; and

          (j) other Investments in an aggregate amount not to exceed at any time $23,000,000.

     Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

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     6.7. Financial Covenant.

          (a) Leverage Ratio. Borrower shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2007, to exceed the correlative ratio indicated:

Fiscal Quarter	Leverage Ratio
September 30, 2007	7.00:1.00
December 31, 2007	6.75:1.00
March 31, 2008	6.50:1.00
June 30, 2008	6.50:1.00
September 30, 2008	6.25:1.00
December 31, 2008	6.25:1.00
March 31, 2009	5.75:1.00
June 30, 2009	5.75:1.00
September 30, 2009	5.75:1.00
December 31, 2009	5.75:1.00
March 31, 2010 to December 31, 2010	4.75:1.00
March 31, 2011 and thereafter	4.75:1.00

          (b) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.7 and Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the

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weighted average of the interest rates applicable to outstanding Loans incurred during such period).

          (c) Right to Cure Financial Performance Covenant. Notwithstanding anything to the contrary contained in Section 8.1, in the event that Borrower fails to comply with the requirements of the Financial Performance Covenant at any time, until the tenth calendar day subsequent to delivery of the related Compliance Certificate, Borrower shall have the right to issue common Equity Interests for cash or otherwise receive cash contributions to Borrower (A) in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with the Financial Performance Covenant and to contribute any such cash to the capital of Borrower (collectively, the “Cure Right”), and upon the receipt by Borrower of such cash (the “Cure Amount”), (B) on no more than four occasions in the aggregate since the Closing Date and (C) so long as there are at least two consecutive Fiscal Quarters in each four Fiscal Quarter period in which the Cure Right has not been exercised. Pursuant to the exercise by Borrower of such Cure Right, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

          (i) Consolidated Adjusted EBITDA shall be increased for such period, in accordance with the definition thereof, solely for the purpose of measuring compliance with the Financial Performance Covenant for the previous Fiscal Quarter and the subsequent three Fiscal Quarters and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;

          (ii) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of all Financial Performance Covenant, Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants which had occurred shall be deemed cured for all purposes of the Agreement; and

          (iii) to the extent that the Cure Amount proceeds are used to repay or prepay Indebtedness (other than pursuant to a scheduled repayment), such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Leverage Ratio for the period with respect to which such Compliance Certificate applies.

     6.8. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

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          (a) any U.S. Subsidiary of U.S. Holdings or a Guarantor may be merged with or into Borrower or any Guarantor, as the case may be, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor; provided, in the case of such a merger, Borrower, or such Guarantor, as applicable, shall be the continuing or surviving Person and any Non-U.S. Subsidiary may be merged with or into any European Group Member, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any European Group Member; provided, (1) any European Group Member, as the case may be, shall be the continuing, surviving or succeeding Person, or the transferee of the relevant business, property or assets, as the case may be, and (2) immediately after such transaction, the continuing, surviving or succeeding Person(s) or the transferee(s) shall (A) collectively, have a net worth (calculated on a pro forma basis) at least equal to the aggregate net worth of the applicable European Group Member, immediately prior thereto and (B) either (i) have freely distributable reserves at least equal to the aggregate of the freely distributable reserves of the applicable European Group Member immediately prior thereto, or (ii) be liable without limitation in respect of its Obligations, as applicable, as a Borrower and/or Guarantor hereunder;

          (b) sales or other dispositions of assets that do not constitute Asset Sales;

          (c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $11,500,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Holdings (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a);

          (d) disposals of obsolete, worn out or surplus property;

          (e) Permitted Acquisitions, provided that the consideration for such acquisitions (other than the acquisition by a Credit Party of all of the economic and voting Equity Interests of the Specified Target) shall constitute (i) less than $57,500,000 in the aggregate in any Fiscal Year, and (ii) less than $172,500,000 in the aggregate from the Closing Date to the date of determination;

          (f) Investments made in accordance with Section 6.6; and

          (g) sales, assignments, leases, licenses, transfers, abandonment, cancellation or other dispositions of current or future assets (including without limitation Intellectual Property), in the ordinary course of business, consistent with the practices of the Credit Parties or any of their Subsidiaries prior to the date hereof.

     6.9. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.8, no

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Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Group Member (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

     6.10. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Group Member (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Group Member to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.

     6.11. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings or any of its Subsidiaries; (c) compensation, benefits or indemnification arrangements for officers and other employees of Holdings or any of its Subsidiaries entered into in the ordinary course of business; (d) transactions with the Specified Target for so long as it is a Joint Venture pursuant to commercial contracts, agreements, or arrangements between the Specified Target and any Credit Party that are not less favorable to such Credit Party than those that would have been obtained in a comparable transaction with an unrelated Person; and (e) transactions described in Schedule 6.11.

     6.12. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, engage in any business other than (i) the businesses engaged in by such Group Member or such Subsidiary on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

     6.13. Permitted Activities of Holding Companies. Holdings and U.S. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower and SWEAcqCo, (ii) performing its obligations and activities

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incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) holding Cash and Cash Equivalents to the extent and for the purposes permitted under this Agreement; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement and (v) as may be required by law; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower and SWEAcqCo; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

     6.14. Amendments or Waivers of Organizational Documents and Certain Related Agreements. Except as set forth in Section 6.15 and unless not adverse to the Lenders, no Credit Party shall nor shall it permit any of its Subsidiaries or the European Group Members to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents or any of its material rights under any Related Agreement after the Closing Date without in each case obtaining the prior written consent of the Administrative Agent to such amendment, restatement, supplement or other modification or waiver.

     6.15. Amendments or Waivers of with respect to First Lien Credit Agreement. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, amend or otherwise change the terms of any First Lien Loan, or make any payment consistent with an amendment thereof or change thereto, other than as permitted under the Intercreditor Agreement.

     6.16. Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to change its Fiscal Year-end from December 31.

SECTION 7. GUARANTY

     7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations, when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any equivalent provision in any applicable jurisdiction) (each, a “Guaranteed Obligation,” and collectively, the “Guaranteed Obligations”).

     7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair

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Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

     7.3. Payment by Guarantors. Subject to Section 7.2, the Guarantors, as applicable, hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), the Guarantors, as applicable, will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

     7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

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          (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

          (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default;

          (c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

          (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

          (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and

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          (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of U.S. Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

     7.5. Waivers by Guarantors. Each Guarantor hereby waives for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides

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that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

     7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives to the extent permitted by applicable law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

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     7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

     7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives, to the extent permitted by applicable law, any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

     7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

     7.10. Financial Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives, to the extent permitted by applicable law, and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

     7.11. Bankruptcy, etc.

          (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

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          (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

          (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

     7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and its obligations and any Collateral under the Collateral Documents and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

     8.1. Events of Default. If any one or more of the following conditions or events shall occur:

          (a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

          (b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $5,750,000 or more or with an aggregate principal amount of $11,500,000 or more, in each case beyond the originally specified grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate

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principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the originally specified grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, with respect to any failure to pay or breach or default under the First Lien Credit Agreement (other than a payment default under or an acceleration of the First Lien Credit Agreement, which are provided for in clauses (i) and (ii) above), such event shall only constitute an Event of Default hereunder if such event occurs and is not cured or waived within sixty (60) days after the occurrence of such event; or

          (c) Breach of Certain Covenants. (i) Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.2 or Section 6; or (ii) failure of any Credit Party to perform or comply with any term or condition contained in Section 5.1(a), 5.1(b), 5.1(c) through 5.1(e) and such failure shall not have been remedied or waived within ten (10) Business Days after such failure;

          (d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

          (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

          (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, foreign or state law; (ii) an involuntary case shall be commenced against Holdings or any of its Material Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian, administrator or other officer in any applicable jurisdiction having similar powers over Holdings or any of its Material Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, administrator, liquidator, trustee or other custodian of Holdings or any of its Material Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings or

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any of its Material Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Material Subsidiaries, but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

          (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, administrator, liquidator, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Material Subsidiaries shall make any assignment for the benefit of or a composition with creditors; (ii) Holdings or any of its Material Subsidiaries shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or stops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Holdings or any of its Material Subsidiaries (or any committee thereof) shall convene a meeting or adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Material Subsidiaries, but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

          (h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $5,750,000 or (ii) in the aggregate at any time an amount in excess of $11,500,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days; or

          (i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

          (j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events or similar events in respect of any Non-U.S. Plans (or a resolution is passed on proceedings commenced to terminate any Non-U.S. Plan) which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates that could be reasonably expected to have a Material Adverse Effect; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA or similar law with respect to any Non-U.S. Plan that could be reasonably expected to have a Material Adverse Effect.

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          (k) Change of Control. A Change of Control shall occur; or

          (l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder in writing, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; (iv) the intercreditor provisions under the Intercreditor Agreement shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, (2) upon the occurrence of an acceleration of all loans under the First Lien Credit Agreement, automatically and (3) upon the occurrence of any other Event of Default, at the request of (or with the consent of Requisite Lenders), upon notice to Borrower by Administrative Agent, each of the following shall (i) be payable on demand by the Administrative Agent (and if any denial is subsequently made these amounts, together with accrued interest and all other amounts accrued under this Agreement, shall be immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are expressly waived by each Credit Party) or (ii) immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) all or any part of (as specified by the Administrative Agent) the unpaid principal amount of and accrued interest on the Loans, and (II) all or any part of (as specified by the Administrative Agent) other Obligations; (A) Administrative Agent may cause Collateral Agent, to enforce any and all Liens and security interests created pursuant to Collateral Documents; and/or (B) subject to the Intercreditor Agreement, Administrative Agent shall exercise, or direct the Collateral Agent to exercise, all or any of its or as the case may be, the Collateral Agent’s rights, remedies, powers or discretions under any of the Credit Documents.

SECTION 9. AGENTS

     9.1. Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. CapitalSource is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender

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hereby authorizes CapitalSource to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for U.S. Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

     9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent (i) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto and (ii) to enter into any and all of the Collateral Documents (including, for the avoidance of doubt, the Intercreditor Agreement) together with such other documents as shall be necessary to give effect to (x) the ranking and priority of Indebtedness contemplated by the Intercreditor Agreement and (y) the Collateral contemplated by the other Collateral Documents, on its behalf. For the avoidance of doubt, each Lender agrees to be bound by the terms of the Intercreditor Agreement to the same extent as if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

     9.3. General Immunity.

          (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

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          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for U.S. Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents.

          (c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and

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not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

     9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with U.S. Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

     9.5. Lenders’ Representations, Warranties and Acknowledgment.

          (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of U.S. Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of U.S. Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

          (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or a Joinder Agreement and funding its Second Lien Term Loan, on the Closing Date or by the funding of any New Term Loans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans.

          (c) Notwithstanding anything herein to the contrary, each Lender acknowledges that the lien and security interest granted to the Collateral Agent, pursuant to the Pledge and Security Agreement or other applicable Collateral Document and the exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement and that in the event of any conflict between the terms of the Intercreditor Agreement and such other Collateral Document, the terms of the Intercreditor Agreement shall govern and control.

     9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or

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disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

     9.7. Successor Administrative Agent and Collateral Agent. Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided in the immediately preceding sentence, any resignation or removal of CapitalSource or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of CapitalSource or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If CapitalSource or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, CapitalSource

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or its successor may resign as Collateral Agent upon notice to Borrower and the Requisite Lenders at any time.

     9.8. Collateral Documents and Guaranty.

          (a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, (i) to be the agent for and representative of the Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents, and (ii) to enter into the Intercreditor Agreement and acknowledge its consent, as may be necessary under each applicable foreign jurisdiction, to the granting of the Second Priority (as defined in the Second Lien Credit Agreement) Lien pursuant to each of the Collateral Documents under and as defined in the Second Lien Credit Agreement; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

          (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

          (c) Rights under Hedge Agreements. No Hedge Agreement will create (or be deemed to create) in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in Sections 2.16 and 10.5(c)(v) of this Agreement.

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     9.9. Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

SECTION 10. MISCELLANEOUS

     10.1. Notices.

          (a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent or Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time.

          (b) Electronic Communications.

          (i) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written

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acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (ii) Each of the Credit Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent.

          (iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

          (iv) Each of the Credit Parties, the Lenders, and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

     10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all reasonable costs and expenses actually incurred by the Administrative Agent, Collateral Agent and the Syndication Agent in the preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including documented allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all reasonable costs and expenses actually incurred in creating, perfecting and recording Liens in favor of Collateral Agent, for the benefit of the Secured Parties, including filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, notarial and translation costs and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all reasonable costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all reasonable costs and expenses (including the

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reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees, notarial and translation costs (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in preserving or enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

     10.3. Indemnity.

          (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent and each Lender as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

          (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and U.S. Holdings and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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     10.4. Set-Off. Subject to the terms of the Intercreditor Agreement, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

     10.5. Amendments and Waivers.

          (a) Requisite Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.

          (b) Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

          (i) extend the scheduled final maturity of any Loan or Note;

          (ii) reduce the rate of interest or premium on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

          (iii) extend the time for payment of any such interest or fees;

          (iv) reduce the principal amount of any Loan;

          (v) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

          (vi) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata

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Share” on substantially the same basis as the Commitment and the Loans are included on the Closing Date;

          (vii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

          (viii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

     (c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

          (i) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 and Section 2.16(g), without the consent of Lenders holding more than 50% of the aggregate Second Lien Term Loan Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

          (ii) amend, modify or waive this Agreement, the Pledge and Security Agreement or another Collateral Document so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; or

          (iii) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

          (d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

     10.6. Successors and Assigns; Participations.

          (a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the

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successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Administrative Agent, if received by 12:00 noon New York time, and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the ”Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

          (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

          (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and

          (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and to any such Person (except in the case of assignments made by or to GSCP), consented to by Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, or (y) in connection with primary syndication); provided, further each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Second Lien Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Loans.

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          (d) Mechanics. Assignments of Term Loans by Lenders may be made with a manually executed Assignment Agreement and delivery to Administrative Agent of such Assignment Agreement together with a processing and recordation fee of $3,500 (other than as agreed by Administrative Agent and calculated by treating contemporaneous assignments by or to Related Funds as one assignment for such purposes), payable to the Administrative Agent. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(d).

          (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

          (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender.

          (g) Participations.

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          (i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than U.S. Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

          (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

          (iii) Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Borrower’s prior written consent and (y) a participant that would be a Non-U.S. Lender to the Term Loans of the Borrower if it were a Lender shall not be entitled to the benefits of Section 2.20 unless each Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender.

          (h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank,

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pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

     10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, and the termination hereof.

     10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

     10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

     10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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     10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

     10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

     10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN

105

TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.17. Confidentiality. Each Agent, and each Lender shall hold all non-public information regarding Holdings and its Subsidiaries and their businesses identified as such by Holdings and its Subsidiaries and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature and in any case with at least the same degree of care used in maintaining the confidentiality of its own confidential information, it being understood and agreed by Borrower that, in any event, each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee under Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make

106

reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents. Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.

     10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

     10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

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     10.20. Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

     10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the PATRIOT Act.

     10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

     10.23. [Reserved]

     10.24. Release on Payment in Full. Lenders shall, upon the written request and at the expense of Borrower, upon the termination of all Commitments, the payment in full of all Obligations, release the Liens of the Credit Documents if not theretofore released. Lenders shall, at the Borrower’s request and at no cost to Lenders, reasonably cooperate with Borrower in assigning the Notes and Mortgages (without recourse) at payoff and will execute all documents reasonably necessary to evidence the discharge or such assignment of the Obligations.

[Remainder of page intentionally left blank]

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

THE BORROWER: AZ CHEM US INC.
By:	/s/ Gianpiero Lenza
	Name:
	Title:
THE GUARANTORS: AZ CHEM US HOLDINGS INC.
By:	/s/ Gianpiero Lenza
	Name:
	Title:
ARIZONA CHEMICAL COMPANY
By:
	Name:
	Title:
ARIZONA ARBORIS, INC.
By:
	Name:
	Title:

Second Lien Credit and Guaranty Agreement

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

THE BORROWER: AZ CHEM US INC.
By:
	Name:
	Title:
THE GUARANTORS: AZ CHEM US HOLDINGS INC.
By:
	Name:
	Title:
ARIZONA CHEMICAL COMPANY
By:	/s/ GERALD C. MARTERER
	Name:	GERALD C. MARTERER
	Title:	PRESIDENT
ARIZONA ARBORIS, INC.
By:	/s/ GERALD C. MARTERER
	Name:	GERALD C. MARTERER
	Title:	PRESIDENT

Second Lien Credit and Guaranty Agreement

GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent and a Lender
By:	/s/ [illegible]
	Authorized Signatory

Second Lien Credit Agreement

CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent
By:	/s/ Keith D. Reuben
	Name:	Keith D. Reuben
	Title:	President - Healthcare & Specialty Finance

Second Lien Credit and Guaranty Agreement

APPENDIX A
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

Commitments

			Pro
Lender	Commitment		Rata Share
Goldman Sachs Credit Partners L.P	$	125,000,000.00		100	%
Total	$	125,000,000.00		100	%

APPENDIX A-1

APPENDIX B
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

Notice Addresses

AZ CHEM US INC.
AZ CHEM US HOLDINGS INC.
ARIZONA CHEMICAL COMPANY
ARIZONA ARBORIS, INC.

c/o Rhône Capital LLC
5 Prince Gate
3rd Floor
Knightsbridge
London SW7 1QJ
Attention: Gianpiero Lenza
Facsimile: +44 207 761 1111

in each case, with a copy to:

Rhône Capital LLC
630 Fifth Avenue
27th Floor
New York, NY 10111
Attention: Andrew Oliver
Facsimile: (212) 218-6789

Arizona Chemical Company
Building 100
4600 Touchton Road E., Suite 1500
Jacksonville, FL 32246
Attention: Charles E. Nelson/Glenda Haynes
Facsimile: (904) 928-8771

B-1

GOLDMAN SACHS CREDIT PARTNERS L.P.,
As Lender:

Goldman Sachs Credit Partners L.P.
c/o Goldman, Sachs & Co.
30 Hudson Street, 17^th Floor
Jersey City, NJ 07302
Attention: Pedro Ramirez and Andrew Caditz
Telecopier: (212) 428-1243
Email and for delivery of final financial statements for posting: gsd.link@gs.com

with a copy to:

Goldman Sachs Credit Partners L.P.
1 New York Plaza
New York, New York 10004
Attention: Elizabeth Fischer and Rob Schatzman
Telecopier: (212) 902-3000

B-2

CAPITALSOURCE FINANCE LLC,
as Administrative Agent, Collateral Agent,

CapitalSource Finance LLC
4445 Willard Avenue, 12^th Floor
Chevy Chase, MD 20815
Attention: Special Investments Group, Portfolio Manager
Telephone: 301-841-2700
Fax: 301-841-2340

B-3

Schedule 4.1

Jurisdictions of Organization and Qualification

Entity	Jurisdiction of Organization	Qualification
AZ Chem US Holdings Inc.	Delaware	N/A
AZ Chem US Inc.	Delaware	N/A
Arizona Chemical Company	Delaware	Florida, Georgia, Louisiana, Massachusetts, New Jersey, Ohio
Arizona Arboris, Inc.	Delaware	Georgia

1

Schedule 4.2

Interests

Party	Direct Subsidiary	Percentage of Share Owned
AZ Chem US Holdings Inc.	AZ Chem US Inc.	100%
AZ Chem US Inc.	Arizona Chemical Company	100%
Arizona Chemical Company	Arizona Chemical Company, S. de R.L. De C.V.	99.67% of value of Class I 100% of value of Class II
	Arizona Chemical Asia Limited - - Hong Kong	100%
	Arizona Arboris, Inc.	100%
Arizona Arboris, Inc	Arboris, LLC	10%
Arizona Chemical Asia Limited - - Hong Kong	Arizona Chemical Asia, Ltd - Singapore	100%

2

Schedule 4.12

Real Estate Assets

4.12 (a)

               None.

4.12 (b)

1.	Arizona Chemical Company (“ACC”) — 8.367 acre parcel of land, together with the improvements thereon, in the City of Savannah, Chatham County, Georgia. There is a Master Ground Lease, dated as of July 30, 2002, between ACC and Arizona Arboris, Inc. covering a portion of the parcel owned by ACC. The premises covered by the Master Ground Lease are the subject of a Ground Lease, dated as of July 30, 2002, between Arizona Arboris, Inc. and Arboris, LLC.
2.	ACC — two parcels of land in the City of Savannah, Chatham County, Georgia.
3.	ACC — four parcels of land in the City of Port St. Joe, Gulf County, Florida.
4.	ACC — twenty three parcels of land in Bay County, Florida.
5.	ACC — a 7.03 acre parcel, a 26.9 acre parcel, a 2.319 acre parcel and a 0.8016 acre parcel, each with the improvements thereon, in the City of Valdosta, Lowndes County, Georgia.
6.	ACC — two parcels of land in the City of Dover, Tuscarawas County, Ohio.
7.	ACC — three parcels of land, together with the improvements thereon, in the Township of Goshen, Tuscarawas County, Ohio.
8.	ACC — a 19.77 acre parcel of land, together with the improvements thereon, in the City of Pensacola, Escambia County, Florida.
9.	ACC — the acidulation plant located on the Leased Premises in Savannah, Georgia.

3

10. ACC — In connection with the sale of ACC, prior to Closing, International Paper will be transferring to ACC (i) an approximately 12 acre parcel of land in the City of Savannah, Chatham County, Georgia and (ii) a 2.49 acre parcel of land in the City of Savannah, Chatham County, Georgia.

Leased Real Property

1.	Office Lease Agreement between Gran Central Corp. and ACC, dated July 7, 1999, and Second Amendment thereto, dated June 5, 2000, and Third Amendment thereto, dated August 28, 2000, and Fourth Amendment thereto, dated March 3, 2004, covering space at 4600 Touchton Road East, Jacksonville, Florida. See also that certain Memorandum of Lease Commencement and Amendment Agreement, dated as of November 15, 2000, between Flagler Development Company. (fka Gran Central Corp.).
2.	Lease Agreement between Jacksonville Concourse, Ltd. and Union Camp Corp., covering space at 5220 Belfort Road, Jacksonville, Florida, dated March 6, 1998. On or about May 1, 1999, Union Camp Corp. was merged into IP and the aforesaid Lease Agreement was assigned by IP to ACC. By that certain Sublease, dated July 20, 2000, ACC subleased the premises covered by the aforesaid Lease Agreement to Lumbermens Mutual Casualty Company. By that certain Assignment and Assumption of Lease, dated June, 2002, Lumbermens Mutual Casualty Company assigned the aforesaid Sublease to Trinity Universal Insurance Company.
3.	Office Service Agreement between Brickell Avenue d/b/a/ VANTAS and ACC covering space at 1221 Brickell Avenue, Miami, Florida, dated October 13, 1999.
4.	Lease between Reichhold Chemicals, Inc. and ACC covering 31.51 acres of land, together with the improvements thereon, in the City of Pensacola, Escambia County, Florida, dated as of September 19, 1989.
5.	Marianna Warehouse Services Agreement between ACC and WJW Associates, Ltd., dated December 1, 2005, and Addendum 2 thereto, dated April 26, 2006, and Addendum 3 thereto, dated October 5, 2006.
6.	Lease Agreement, dated March 23, 1979, between SWF Gulf Coast, Inc. and ACC for certain parcels of land in Panama City, F1.

4

Schedule 4.15

Material Contracts

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

5

Schedule 4.19

Employee Benefit Plans

None

6

Schedule 5.11

Mortgaged Properties

City	Owner	Description	Location	State/Country
Panama City	Arizona Chemical	Panama City Plant	South End of Everett Street	FL
Dover	Arizona Chemical	Dover Plant	875 Harger Street	OH
Savannah	Arizona Chemical	Savannah Plant	West Lathrop Avenue	GA

7

Schedule 6.1 Indebtedness

None.

8

Schedule 6.2 Liens

None.

9

Schedule 6.5 Restrictions on Subsidiary Distributions

None.

10

Schedule 6.6 Investments

None.

11

Schedule 6.11 Affiliate Transactions

None.

12

EXHIBIT A-1 TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

FUNDING NOTICE

     Reference is made to the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

     Pursuant to Section 2.1 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on February 28, 2007 (the “Credit Date”):

Loans:
X	Base Rate Loans:	$[125,000,000]
o	Eurodollar Rate Loans, with an initial Interest Period of                      month(s):
		$[     ,     ,     ]

     Borrower hereby certifies that:

     (i) as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

     (ii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

Date: February 28, 2007	AZ CHEM US INC.
	By:
		Name:
		Title:

EXHIBIT A-1-1

EXHIBIT A-2 TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

CONVERSION/CONTINUATION NOTICE

     Reference is made to the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

     Pursuant to Section 2.9 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

$[     ,     ,     ]	Eurodollar Rate Loans to be continued with Interest Period of [     ] month(s)
$[     ,     ,     ]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [     ] month(s)
$[     ,     ,     ]	Eurodollar Rate Loans to be converted to Base Rate Loans

     Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default

Date: [mm/dd/yy]	AZ CHEM US INC.
	By:
		Name:
		Title:

EXHIBIT A-2-1

EXHIBIT B TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

NOTE

$ [1][     ,     ,     ]

[2][mm/dd/yy] New York, New York

     FOR VALUE RECEIVED, AZ CHEM US INC., a Delaware corporation (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[     ,     ,     ][1]

     Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

     Borrower shall repay this Note as set forth in Section 2.12 of the Credit Agreement.

     This Note is one of the “Notes” in the aggregate principal amount of $125,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement or Settlement Confirmation effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF U.S. BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[1]	Lender’s Second Lien Term Loan Commitment
[2]	Closing Date

EXHIBIT B-1

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2

     IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AZ CHEM US INC.
By:
	Name:
	Title:

EXHIBIT B-3

EXHIBIT C TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the Chief Financial Officer of AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”).

     2. I have reviewed the terms of that certain Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), U.S. Holdings, certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of each of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

     3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which such Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

     The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered [mm/dd/yy] pursuant to Section 5.1(c) of the Credit Agreement.

AZ CHEM US HOLDINGS INC.
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT C-1

ANNEX A TO
COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].

1. Consolidated Adjusted EBITDA: (i) - (ii) =
	(i)	(a	)	Consolidated Net Income:	$[     ,     ,     ]
		(b	)	Consolidated Interest Expense:	$[     ,     ,     ]
		(c	)	provisions for taxes based on income:	$[     ,     ,     ]
		(d	)	total depreciation expense:	$[     ,     ,     ]
		(e	)	total amortization expense:	$[     ,     ,     ]
		(f	)	Transaction Costs incurred and paid in the periodl:	$[     ,     ,     ]
		(g	)	Management Fees paid or accruing in such period2:	$[     ,     ,     ]
		(h	)	Cash severance payments in connection with plant closures 3 related to the Acquisition:	$[     ,     ,     ]
		(i	)	Cash stand alone costs incurred prior to the date that is eighteen months after the Closing Date4:	$[     ,     ,     ]
		(j	)	Cash expenses related to third party advisors for services provided regarding acquisitions or divestitures permitted by the Credit Agreement:	$[     ,     ,     ]
		(k	)	Cash financing charges5:	$[     ,     ,     ]
		(1	)	unusual and non-recurring Cash charges:	$[     ,     ,     ]
		(m	)	Cash expenses6:	$[     ,     ,     ]

1	To the extent expensed and in an aggregate amount not to exceed $22,000,000.
2	To the extent not added back in a prior period and in amount not to exceed $2,000,000 per Fiscal Year.
3	Including partial plant closures.
4	Associated with the transition of Holdings and its Subsidiaries to a stand alone basis including fees paid to the Seller for transition services, fees paid to third parties for one time transition and migration services, and other expenses which are one time in nature and specifically related to readying the business for stand alone operations in an aggregate amount not to exceed $10,000,000.
5	Including fees, expenses, underwriting discounts, prepayment premiums, including amounts paid under the Credit Agreement or in connection with the incurrence of any other Indebtedness permitted by the Credit Agreement.
6	Excluding severance payments and in connection with closures and consolidation of plants (including partial plant closures) in an aggregate amount not to exceed $10,000,000 per Fiscal Year.

Exhibit C-2

		(n)	one-time third party professional costs7:	$[     ,     ,     ]
		(o)	other non-Cash charges reducing Consolidated Net Income8:	$[     ,     ,     ]
	(ii)	other non-Cash gains increasing Consolidated Net Income9:		$[     ,     ,     ]
2. Consolidated Capital Expenditures:				$[     ,     ,     ]
3. Consolidated Interest Expense:				$[     ,     ,     ]
4. Consolidated Current Assets:				$[     ,     ,     ]
5. Consolidated Current Liabilities:				$[     ,     ,     ]
6. Consolidated Excess Cash Flow: (i) - (ii) =				$[     ,     ,     ]
	(i)	(a)	Consolidated Adjusted EBITDA:	$[     ,     ,     ]
		(b)	Consolidated Working Capital Adjustment:	$[     ,     ,     ]
	(ii)	(a)	scheduled repayments of Indebtedness for borrowed money 10:	$[     ,     ,     ]
		(b)	Consolidated Capital Expenditures 11:	$[     ,     ,     ]
		(c)	Consolidated Interest Expense:	$[     ,     ,     ]
		(d)	provisions for current taxes based on income of Holdings and its Subsidiaries and payable in cash with respect to such period:	$[     ,     ,     ]
7. Consolidated Interest Expense:				$[     ,     ,     ]
8. Consolidated Net Income: (i) - (ii) =				$[     ,     ,     ]
	(i)	the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP:		$[     ,     ,     ]
	(ii)	(a)	the income (or loss) of any Person	$[     ,     ,     ]

7	Paid in Cash in connection with plant efficiency projects in an aggregate amount not to exceed $6,000,000.
8	Excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period.
9	Excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash items in any prior period.
10	Excluding repayments of Revolving Loans or Swing Line Loans (each, as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments.
11	Net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures.

Exhibit C-3

			(other than a Subsidiary of Holdings) in which any other Person
			(other than Holdings or any of its Subsidiaries) has a joint interest,
			except to the extent of the amount of dividends or other distributions
			actually paid to Holdings or any of its Subsidiaries by such Person during
			such period:	$[     ,     ,     ]
		(b)	the income (or loss) of any Person accrued prior to the date it becomes
			a Subsidiary of Holdings or is merged into or consolidated
			with Holdings or any of its Subsidiaries or that Person's assets are
			acquired by Holdings or any of its Subsidiaries:	$[     ,     ,     ]
		(c)	the income of any Subsidiary of Holdings to the extent that the declaration
			or payment of dividends or similar distributions by that Subsidiary of that
			income is not at the time permitted by operation of the terms of its charter
			or any agreement, instrument, judgment, decree, order, statute, rule or
			governmental regulation applicable to that Subsidiary:	$[     ,     ,     ]
		(d)	any after-tax gains or losses attributable to Asset Sales or returned
			surplus assets of any Pension Plan:	$[     ,     ,     ]
		(e)	to the extent not included in clauses (ii)(a) through (d) above, any net
			extraordinary gains or net extraordinary losses:	$[     ,     ,     ]
9. Consolidated Total Debt 12:				$[     ,     ,     ]
10. Consolidated Working Capital: (i) - (ii) =				$[     ,     ,     ]
	(i)	Consolidated Current Assets:		$[     ,     ,     ]
	(ii)	Consolidated Current Liabilities:		$[     ,     ,     ]
11. Consolidated Working Capital Adjustment: (i) - (ii) =				$[     ,     ,     ]
	(i)	Consolidated Working Capital as of the beginning of such period:		$[     ,     ,     ]
	(ii)	Consolidated Working Capital as of the end of such period:		$[     ,     ,     ]
12. Leverage Ratio: (i)/(ii) =				$[     ,     ,     ]

12 Minus up to $25,000,000 of unrestricted Cash and Cash Equivalents of any Credit Party.

Exhibit C-4

	(i)	Consolidated Total Debt		$[     ,     ,     ]
	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended:		$[     ,     ,     ]
			Actual:	.  :1:00
			Required:	.  :1:00
13. Consolidated Adjusted EBITDA
			Actual:	$[     ,     ,     ]
			Required :	$[     ,     ,     ]

Exhibit C-5

EXHIBIT D
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AGREEMENT

     This Assignment Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:		[and is an Affiliate/Approved Fund1]
3.	Borrower:	AZ CHEM US INC., a Delaware corporation.
4.	Administrative Agent:	CAPITALSOURCE FINANCE LLC, as the administrative agent under the Credit Agreement.
5.	Credit Agreement:	The $125,000,000 Second Lien Credit and Guaranty Agreement dated as of February 28, 2007, among AZ CHEM US INC, the Lenders parties thereto, Administrative Agent, and the other agents parties thereto.
6.	Assigned Interest:

1 Select as applicable

EXHIBIT D-1

	Aggregate Amount of	Amount of
	Commitment/Loans	Commitment/Loans	Percentage Assigned of
Facility Assigned	for all Lenders	Assigned	Commitment/Loans2
3	$	$	%
	$	$	%
	$	$	%

Effective Date:                     ,20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]

Notices:

Attention:

Telecopier:

with a copy to:

Attention:

Telecopier:

Wire Instructions:

[NAME OF ASSIGNEE]

Notices:

Attention:

Telecopier:

with a copy to:

Attention:

Telecopier:

Wire Instructions:

2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
3	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”, etc.)

EXHIBIT D-2

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:

ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]4 Accepted: CAPITALSOURCE FINANCE LLC,  as Administrative Agent
By:
	Name:
	Title:

[Consented to:]5 AZ CHEM US INC.
By:
	Title:

4	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
5	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

EXHIBIT D-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1

Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (19) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

EXHIBIT D-4

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT D-5

EXHIBIT E TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON-BANK STATUS

     Reference is made to the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation, AZ CHEM US HOLDINGS INC., a Delaware corporation, certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent. Pursuant to Section 2.20(d) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881 (c)(3) oft he Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]
By:
	Name:
	Title:

EXHIBIT E-1

EXHIBIT F-1 TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

     THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

     1. We are, respectively, the chief executive officer and chief financial officer of AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”).

     2. We have reviewed the terms of Section 3 of the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), U.S. Holdings, certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein.

     3. Based upon our review and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the date hereof:

     (i) the representations and warranties contained in each of the Credit Documents are true, correct and complete in all respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date;

     (ii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby; and

     (iii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

     4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the Related Agreements, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 3.

     5. Each Credit Party has requested that Sullivan & Cromwell LLP deliver to Agents and Lenders on the Closing Date favorable written opinions in accordance with Section 3.1 (h) of the Credit Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

     6. Attached hereto as Annex B are true, complete and correct copies of (a) the Historical Financial Statements, (b) pro forma consolidated and consolidating balance sheets of Proserpina 1072 AB and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents and the Related Agreements, and (c) the Projections.

EXHIBIT F-1-1

     The foregoing certifications are made and delivered as of February 28, 2007.

AZ CHEM US HOLDINGS INC.
By:
	Name:
	Title:	Chief Executive Officer

By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT F-1-2

EXHIBIT F-2 TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

     THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the chief financial officer of AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”).

     2. Reference is made to that certain Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), U.S. Holdings, certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

     3. I have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, together with each of the Related Agreements, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

     4. Based upon my review and examination described in paragraph 3 above, I certify that as of the date hereof, after giving effect to the consummation of the transactions contemplated by the Related Agreements, the related financings and the other transactions contemplated by the Credit Documents and the Related Agreements, each Credit Party is Solvent.

     This certificate is being executed and delivered by the undersigned in his capacity as a director of Borrower and no personal liability will attach to the undersigned in connection with the execution and delivery of this certificate.

     The foregoing certifications are made and delivered as of February 28, 2007.

By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT F-2-1

EXHIBIT G TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

     This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered pursuant to that certain Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

     Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:

     (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

     (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is t-me and correct as of such earlier date;

     (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

     (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C, § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

     (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

EXHIBIT G-1

     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[Remainder of page intentionally left blank]

EXHIBIT G-2

     IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Address for Notices:

Attention:

Telecopier

with a copy to:

Attention:

Telecopier

ACKNOWLEDGED AND ACCEPTED, as of the date above first written: CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent
By:
	Name:
	Title:

EXHIBIT G-3

EXHIBIT H TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

RECORDING REQUESTED BY:
Latham & Watkins LLP

AND WHEN RECORDED MAIL TO:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attn: Marcus Dougherty, Esq.

Re: AZ CHEM US INC.

Space above this line for recorder’s use only               

LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

     This LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT (this “Agreement”) is dated as of [mm/dd/yy] and entered into by [NAME OF LANDLORD] (“Landlord”), to and for the benefit of CAPITALSOURCE FINANCE LLC, as collateral agent for Lenders and Lender Counterparties (in such capacity “Collateral Agent”).

          RECITALS:

     WHEREAS, [NAME OF GRANTOR], a [Type of Person] (“Tenant”), has possession of and occupies all or a portion of the property described on Exhibit A annexed hereto (the “Premises”);

     WHEREAS, Tenant’s interest in the Premises arises under the lease agreement (the “Lease”) more particularly described on Exhibit B annexed hereto, pursuant to which Landlord has rights, upon the terms and conditions set forth therein, to take possession of, and otherwise assert control over, the Premises;

     WHEREAS, reference is made to that certain Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation (“U.S. Holdings”), certain Subsidiaries of U.S. Holdings, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent, pursuant to which Tenant has executed a security agreement, mortgages, deeds of mast, deeds to secure debt and assignments of rents and leases, and other collateral documents in relation to the Credit Agreement;

EXHIBIT H-1

     WHEREAS, Tenant’s repayment of the extensions of credit made by Lenders under the Credit Agreement will be secured, in part, by all Inventory of Tenant (including all Inventory of Tenant now or hereafter located on the Premises (the “Subject Inventory”)) and all Equipment used in Tenant’s business (including all Equipment of Tenant now or hereafter located on the Premises (the “Subject Equipment”; and, together with the Subject Inventory, the “Collateral”)); and

     WHEREAS, Collateral Agent has requested that Landlord execute this Agreement as a condition to the extension of credit to Tenant under the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby represents and warrants to, and covenants and agrees with, Collateral Agent as follows:

     1. Landlord hereby (a) waives and releases unto Collateral Agent and its successors and assigns any and all rights granted by or under any present or future laws to levy or distraint for rent or any other charges which may be due to Landlord against the Collateral, and any and all other claims, liens and demands of every kind which it now has or may hereafter have against the Collateral, and (b) agrees that any rights it may have in or to the Collateral, no matter how arising (to the extent not effectively waived pursuant to clause (a) of this paragraph 1), shall be second and subordinate to the rights of Collateral Agent in respect thereof. Landlord acknowledges that the Collateral is and will remain personal property and not fixtures even though it may be affixed to or placed on the Premises.

     2. Landlord certifies that (a) Landlord is the landlord under the Lease, (b) the Lease is in full force and effect and has not been amended, modified, or supplemented except as set forth on Exhibit B annexed hereto, (c) to the knowledge of Landlord, there is no defense, offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord under the Lease, (d) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no knowledge of the occurrence of any other default under or in connection with the Lease, and (e) except as disclosed to Collateral Agent, no portion of the Premises is encumbered in any way by any deed of trust or mortgage lien or ground or superior lease.

     3. Landlord consents to the installation or placement of the Collateral on the Premises, and Landlord grants to Collateral Agent a license to enter upon and into the Premises to do any or all of the following with respect to the Collateral: assemble, have appraised, display, remove, maintain, prepare for sale or lease, repair, transfer, or sell (at public or private sale). In entering upon or into the Premises, Collateral Agent hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, liabilities, costs and expenses incurred by Landlord caused solely by Collateral Agent’s entering upon or into the Premises and taking any of the foregoing actions with respect to the Collateral. Such costs shall include any damage to the Premises made by Collateral Agent in severing and/or removing the Collateral therefrom.

     4. Landlord agrees that it will not prevent Collateral Agent or its designee from entering upon the Premises at all reasonable times to inspect or remove the Collateral. In the event that Landlord has the right to, and desires to, obtain possession of the Premises (either through expiration of the Lease or termination thereof due to the default of Tenant thereunder), Landlord will deliver notice (the “Landlord’s Notice”) to Collateral Agent to that effect. Within the 45 day period after Collateral Agent receives the Landlord’s Notice, Collateral Agent shall have the right, but not the obligation, to cause the Collateral to be removed from the Premises. During such 45 day period, Landlord will not remove the Collateral from the Premises nor interfere with Collateral Agent’s actions in removing the Collateral from the Premises or Collateral Agent’s actions in otherwise enforcing its security interest in the Collateral. Notwithstanding anything to the contrary in this

EXHIBIT H-2

paragraph, Collateral Agent shall at no time have any obligation to remove the Collateral from the Premises.

     5. Landlord shall send to Collateral Agent a copy of any notice of default under the Lease sent by Landlord to Tenant. In addition, Landlord shall send to Collateral Agent a copy of any notice received by Landlord of a breach or default under any other lease, mortgage, deed of trust, security agreement or other instrument to which Landlord is a party which may affect Landlord’s rights in, or possession of, the Premises.

     6. All notices to Collateral Agent under this Agreement shall be in writing and sent to Collateral Agent at its address set forth on the signature page hereof by telefacsimile, by United States mail, or by overnight delivery service.

     7. The provisions of this Agreement shall continue in effect until Landlord shall have received Collateral Agent’s written certification that all amounts advanced under the Credit Agreement have been paid in full.

     8. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles.

[Remainder of page intentionally left blank]

EXHIBIT H-3

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the day and year first set forth above.

[NAME OF LANDLORD]
By:
	Name:
	Title:

Attention:

Telecopier:

     By its acceptance hereof, as of the day and year first set forth above, Collateral Agent agrees to be bound by the provisions hereof.

CAPITALSOURCE FINANCE LLC as Collateral Agent
By:
	Name:
	Title:

CapitalSource Finance LLC
4445 Willard Avenue, 12th Floor
Chevy Chase, MD 20815
Attention: Special Investments Group, Portfolio
Manager
Telephone: 301-841-2700
Fax: 301-841-2340

[APPROPRIATE NOTARY BLOCKS]

EXHIBIT H-4

EXHIBIT A TO
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

Legal Description of Premises:

EXHIBIT H-A-1

EXHIBIT B TO
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT

Description of Lease:

EXHIBIT H-B-1

EXHIBIT I TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

THIS NOTE HAS BEEN PLEDGED AS COLLATERAL PURSUANT TO THE [DUTCH] [FINNISH][U.K.][LUXEMBOURG][U.S.] PLEDGE AGREEMENT[S] DESCRIBED BELOW, AND IS SUBORDINATED PURSUANT TO, AND AS DESCRIBED IN, THE INTERCOMPANY SUBORDINATION AGREEMENT DESCRIBED BELOW. THIS NOTE IS NON-TRANSFERABLE EXCEPT PURSUANT TO THE [INSERT APPROPRIATE PLEDGE AGREEMENT(S)].

INTERCOMPANY NOTE

New York, New York
[February] [   ], 20[   ]

     FOR VALUE RECEIVED, [               ] a [          ] [corporation] (the “Payee”), hereby promises to pay to the order of [               ], a [          ] [corporation] (the “Payee”), in lawful money of the [United States of America] in immediately available funds on [          ], 20[   ] ¹ or any earlier date upon which this Note (as used herein, the term “Note” includes this Note and any Note or Notes issued in exchange hereof or in replacement hereof) becomes due and payable pursuant to the terms hereof, the principal sum of [               ] ([$][€][          ]) or such lesser principal amount as shall at the time be outstanding hereunder, together with interest from the date hereof on the unpaid amount owning hereunder until payment in full at a rate of interest per annum equal to the lesser of (i) the maximum lawful rate of interest in effect at such time under applicable law and (ii) [   ]% per annum The Payor promises to pay such interest [semiannually], in arrears, on [          ] and            of each year (or the next New York business day, if such day is not a day on which commercial banks are generally open for transacting business in New York City), commencing [          ], 20   , in lawful money of the [United States of America] in immediately available funds, at such location as the Payee shall from time to time designate.

     Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and shall accrue on the outstanding principal amount of this Note and, to the extent permitted by law, on any accrued but unpaid interest thereon until all payments hereunder have been irrevocably paid in full. If Payor fails to make any payment hereunder when due, interest will accrue on the outstanding principal amount of this Note, and, to the extent permitted by law, on the unpaid amount of such defaulted payment at a rate of interest equal to the lesser of (i) the maximum lawful rate of interest in effect at such time under applicable law and (ii) [   ]% above the rate otherwise applicable hereto.

     The principal amount of this Note shall be due and payable at maturity. Accrued and unpaid interest shall be due and payable on each Payment Date.

1 No earlier than six months after the Maturity Date (as defined in the Second Lien Credit Agreement).

     If any of the following events (each, an “Event of Default”) shall occur:

     (i) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor;

     (ii) default in the payment of the principal of this Note when the same become due and payable, whether at maturity or otherwise; or

     (iii) default in the payment of any installment of interest on this Note according to its terms when and as the same shall become due and payable, and such default shall continue unremedied for a period of five business days;

then, (x) at any time thereafter during the continuance of such event described in clause (ii) or (iii) above, the Payee may, by notice to the Payor, declare the Note to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Note so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Payor accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Payor, and (y) in case of any event with respect to the Payor described in clause (i) above, the principal of the Note then outstanding, together with accrued interest thereon and all fees and other obligations of the Payor accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Payor.

     This Note, and all payments in respect hereof, has been pledged as collateral for the obligations of the Payee under [(i)] that certain [INSERT APPROPRIATE PLEDGE AGREEMENT DETAILS], dated as of the date hereof, among the Payor, GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent (in such capacity, the “First Lien Collateral Agent”) and the other parties signatory thereto[, and (ii) that certain Pledge Agreement, dated as of the date hereof, among the Payor, CAPITALSOURCE FINANCE LLC as agent (in such capacity, the “Second Lien Collateral Agent”) and the other parties signatory thereto, (collectively, and each as amended, modified and/or supplemented from time to time, the “Pledge Agreements”)].

     The Payor agrees, and the Payee by accepting this Note agrees, that the indebtedness evidenced by this Note is subordinated in fight of payment, to the extent and in the provided in the Intercompany Subordination Agreement, dated as of the date hereof by among the First Lien Collateral Agent, the Second Lien Collateral Agent, AZ CHEM US INC., a Delaware corporation (the “U.S. Borrower”), PROSERPINA 1073 AB (under name change ARIZONA CHEM SWEDEN AB), a limited liability company organized under the laws of Sweden (the “European Borrower”, and together with the U.S. Borrower, the “Borrowers”), the Payor, the Payee and the other parties thereto, as amended, amended and restated, modified and/or supplemented or replaced and in effect from time to time (the “Intercompany Subordination Agreement”), and to the prior payment in full of all existing and future Senior Debt (as defined in the Intercompany Subordination Agreement) of the Payor and that the subordination is

for the benefit of and enforceable by the holders of such Senior Debt. The Note shall rank senior in right of payment to all existing and future indebtedness of the Payor that is by its terms subordinated in right of payment to the indebtedness evidenced by this Note (such subordinated indebtedness, “Subordinated Debt”). Only indebtedness of the Payor that is Senior Debt shall rank senior to this Note in right of payment. The Note shall rank pari passu in right of payment with all existing and future indebtedness of the Payor that does not constitute either Senior Debt or Subordinated Debt.

     The Payor hereby acknowledges and agrees, and the Payee by accepting this Note acknowledges and agrees, that the Collateral Agent[s] may, pursuant to the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], exercise all rights provided therein with respect to this Note and that the Note remains subject to the provisions of the Intercompany Subordination Agreement and the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], until they are terminated in accordance with their terms. Any sale or transfer of this Note to a third party other than pursuant to the [INSERT APPROPRIATE PLEDGE AGREEMENT(S)], or as permitted by the Intercompany Subordination Agreement is null and void ab initio; it being understood that the Note may be transferred to and among the Payee and its direct subsidiaries.

     The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

     The Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This Note is intended by the Payor and the Payee as a final expression of this Note and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Note. This Note may not be supplemented or modified except in writing and except as may be permitted by each Credit Agreement (as defined in the Intercompany Subordination Agreement).

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[                                        ]
By:
	Name:
	Title:

[Signature Page to Intercompany Note]

ENDORSEMENT

     The undersigned hereby assigns and transfers to the order of                               , the attached Intercompany Note, dated [                    ].

[                                        ]
By:
	Name:
	Title:

EXHIBIT J TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

JOINDER AGREEMENT

     THIS JOINDER AGREEMENT, dated as of [                       , 20  ] (this “Agreement”), by and among [NEW LENDERS] (each a “Lender” and collectively the “Lenders”), dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (“Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation, (“U.S. Holdings”), and CERTAIN SUBSIDIARIES OF U.S. HOLDINGS, as Guarantors (“Subsidiaries”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent.

RECITALS:

     WHEREAS, reference is hereby made to the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Lenders party thereto from time to time, GSCP, as Syndication Agent, and CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent; and

     WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may obtain New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders.

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

     Each Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

     Each Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent, Collateral Agent and Syndication Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent, Collateral Agent and Syndication Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

     Each Lender hereby agrees to make its Commitment on the following terms and conditions:

1 Applicable Margin. The Applicable Margin for each New Term Loan shall mean, as of any date of determination, [   ]% per annum

EXHIBIT J-1

2. Principal Payments. Borrower shall make [principal payments on the New Term Loans in installments] on the dates and in the amounts set forth below:

	(B)
(A)	Scheduled
Payment	Repayment of
Date	New Term Loans
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
TOTAL	$

3. Voluntary and Mandatory Prepayments. [Scheduled installments of principal of] the New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the New Term Loans in accordance with Sections 2.12, 2.13 and 2.14 of the Credit Agreement respectively; and provided further, that the New Term Loans and all other amounts under the Credit Agreement with respect to the New Term Loans shall be paid in full no later than six months prior to the maturity of any Subordinated Indebtedness, and the final installment payable by Borrower in respect of the New Term Loans on such date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement with respect to the New Term Loans.

4.	Prepayment Fees. Borrower agrees to pay to each New Term Loan Lender the following prepayment fees, if any: [                    ].
	[Insert other additional prepayment provisions with respect to New Term Loans]
5.	Other Fees. Borrower agrees to pay each New Term Loan Lender its Pro Rata Share of an aggregate fee equal to [                        ,    ] on [                        ,    ].

EXHIBIT J-2

6. Proposed Borrowing. This Agreement represents Borrower’s request to borrow New Term Loans from New Term Loan Lender as follows (the “Proposed Borrowing”):

a.	Business Day of Proposed Borrowing:                     ,
b.	Amount of Proposed Borrowing: $
c.	Interest rate option:	o	a.	Base Rate Loan(s)
		o	b.	Eurodollar Rate Loans with an initial Interest Period of       month(s)

7.	[New Lenders. Each New Term Loan Lender acknowledges and agrees that upon its execution of this Agreement and the making of New Term Loans that such New Term Loan Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]1
8.	Credit Agreement Governs. Except as set forth in this Agreement, New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents.
9.	Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:

i.	The representations and warranties contained in the Credit Agreement and the other Credit Documents are tree and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
ii.	No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and
iii.	Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof.

10. Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:

i.	Borrower shall deliver or cause to be delivered the following legal opinions and documents: the legal opinion of [Sullivan & Cromwell LLP], together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement; and
iii.	Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in Section 6.8 of the Credit Agreement.

11. Eligible Assignee. By its execution of this Agreement, each New Term Loan Lender represents and warrants that it is an Eligible Assignee.

1 Insert bracketed language if the lending institution is not already a Lender.

EXHIBIT J-3

12.	Notice. For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender shall be as set forth below its signature below.
13.	Non-US Lenders. For each New Term Loan Lender that is a Non-US Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.20(d) of the Credit Agreement.
14.	Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the New Term Loans made by New Term Loan Lenders in the Register.
15.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
16.	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
17.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
18.	Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
19.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

EXHIBIT J-4

     IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of [                    ,     ].

[NAME OF LENDER]
By:
	Name:
	Title:

Notice Address:




Attention:
Telephone:
Facsimile:
 

AZ CHEM US INC.
By:
	Name:
	Title:

AZ CHEM US HOLDINGS INC
By:
	Name:
	Title:

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

EXHIBIT J-5

Consented to by: CAPITALSOURCE FINANCE LLC as Administrative Agent
By:
	Name:
	Title:

EXHIBIT J-6

SCHEDULE A
TO JOINDER AGREEMENT

Name of Lender	Type of Commitment	Amount
[                         ]	New Term Loan Commitment	$
		Total: $

EXHIBIT J-7

EXHIBIT K TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT

INTERCREDITOR AGREEMENT

See Execution Version under Tab 9

INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of February 28, 2007, and entered into by and among AZ CHEM US INC. (“U.S. Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and CAPITALSOURCE FINANCE LLC (“CapitalSource”), in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

RECITALS

          The U.S. Borrower, ARIZONA CHEM SWEDEN AB (“European Borrower”, and together with U.S. Borrower, the “Borrowers”), ARIZONA CHEM SWEDEN HOLDINGS AB (“Holdings”), AZ CHEM US HOLDINGS INC. (“U.S. Holdings”) and certain other subsidiaries of Holdings, the lenders and agents party thereto, and GSCP, as Lead Arranger, Bookrunner, Administrative Agent and Collateral Agent, have entered into that Credit and Guaranty Agreement dated as of the date hereof providing for term loan facilities and a revolving credit facility (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Credit Agreement”);

          The U.S. Borrower, U.S. Holdings, certain subsidiaries of U.S. Holdings, the lenders and agents party thereto, and GSCP, as Lead Arranger (in such capacity, the “Lead Arranger”) and Bookrunner and CapitalSource, as Administrative Agent and Collateral Agent, entered into that Credit Agreement dated as of the date hereof providing for a term loan (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Credit Agreement”);

          Pursuant to (i) the First Lien Credit Agreement, U.S. Holdings has agreed to guaranty and U.S. Holdings and U.S. Borrower have agreed to cause certain current and future U.S. Subsidiaries and Non-U.S. Subsidiaries (each, as defined in the First Lien Credit Agreement) (such U.S. Subsidiaries and any future U.S. Subsidiaries of U.S. Borrower providing a guaranty of the Obligations of the U.S. Borrower (as defined in the First Lien Credit Agreement) thereunder, the “U.S. Subsidiary Guarantors”) agree to guaranty the First Lien Obligations (the “First Lien Guaranty”) and (ii) the Second Lien Credit Agreement, U.S. Holdings has agreed to guaranty and U.S. Holdings and U.S. Borrower have agreed to cause certain current and future U.S. Subsidiaries to agree to guaranty the Second Lien Obligations (the “Second Lien Guaranty”);

          The obligations of U.S. Borrower under the First Lien Credit Agreement and any Hedge Agreements with a Lender Counterparty, the obligations of U.S. Holdings and the U.S. Subsidiary Guarantors under the First Lien Guaranty will be secured on a first priority basis by liens on substantially all the assets of U.S. Borrower, U.S. Holdings

EXHIBIT K-1

and the U.S. Subsidiary Guarantors, respectively, pursuant to the terms of the First Lien Collateral Documents;

          The obligations of the U.S. Borrower under the Second Lien Credit Agreement, the obligations of U.S. Holdings and the obligations of the U.S. Subsidiary Guarantor under the Second Lien Guaranty will be secured on a second priority basis by liens on substantially all the assets of the U.S. Borrower, U.S. Holdings and the U.S. Subsidiary Guarantors, respectively, pursuant to the terms of the Second Lien Collateral Documents;

          The First Lien Loan Documents and the Second Lien Loan Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

          In order to induce the First Lien Collateral Agent and the First Lien Claimholders to consent to the Grantors incurring the Second Lien Obligations and to induce the First Lien Claimholders to extend credit and other financial accommodations and lend monies to or for the benefit of the U.S. Borrower or any other Grantor, the Second Lien Collateral Agent on behalf of the Second Lien Claimholders has agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

          In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          SECTION 1. Definitions.

          1.1 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, a Person shall be deemed to “control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management or policies of such Person whether through ownership of equity interests, by contract or otherwise.

          “Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

          “Asset Sale” has the meaning assigned to that term in the First Lien Credit Agreement.

EXHIBIT K-2

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

          “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

          “Cap Amount” has the meaning assigned to that term within the definition of “First Lien Obligation”.

          “Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting both First Lien Collateral and Second Lien Collateral.

          “Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Loan Document which creates a Lien on the same Collateral, granted by the same Grantor.

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “DIP Financing” has the meaning assigned to that term in Section 6.1.

          “Discharge of First Lien Obligations”means, except to the extent otherwise expressly provided in Section 5.5:

          (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

          (b) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

          (c) termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations; and

          (d) termination or cash collateralization (in an amount and manner reasonably satisfactory to the First Lien Collateral Agent, but in no event greater than

EXHIBIT K-3

105% of the aggregate undrawn face amount) of all letters of credit issued under the First Lien Loan Documents and constituting First Lien Obligations.

          “Disposition” has the meaning assigned to that term in Section 5.1(a)(2).

          “European U.S. Borrower” has the meaning assigned to that term in the Preamble to this Agreement

          “First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents.

          “First Lien Collateral Agent” has the meaning assigned to that term the Recitals to this Agreement.

          “First Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

          “First Lien Collateral Documents” means the Collateral Documents (as defined in the First Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

          “First Lien Credit Agreement” has the meaning assigned to that term the Recitals to this Agreement.

          “First Lien Guaranty” has the meaning assigned to that term in Recitals to this Agreement.

          “First Lien Lenders” means the “Lenders” under and as defined in the First Lien Loan Documents.

          “First Lien Loan Documents” means the First Lien Credit Agreement and the Credit Documents (as defined in the First Lien Credit Agreement), including Hedge Agreements entered into with a Lender Counterparty, and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

          “First Lien Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

EXHIBIT K-4

          “First Lien Obligations” means, subject to the next sentence, all Obligations of the U.S. Borrower (as defined in the First Lien Credit Agreement) outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents, including Hedge Agreements entered into with any Lender Counterparty. “First Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

          Notwithstanding the foregoing, if the sum of.” (1) Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Documents; plus (2) the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement, is in excess of $423,500,000 in the aggregate (the “Cap Amount”), then only that portion of such Indebtedness and such aggregate face amount of letters of credit equal to the Cap Amount shall be included in First Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations.

          “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

          “Grantors” means the U.S. Borrower, U.S. Holdings, each of the U.S. Subsidiary Guarantor and each other domestic Person that has or may from time to time hereafter execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a “Grantor” (or the equivalent thereof).

          “Hedge Agreements” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of the First Lien Credit Agreement or otherwise in the ordinary course of Holding’s or any of its Subsidiaries’ businesses.

          “Hedging Obligation” of any Person means any obligation of such Person pursuant to any Hedge Agreements.

          “Holdings” has the meaning set forth in the Recitals to this Agreement.

          “Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable.

          “Insolvency or Liquidation Proceeding” means:

EXHIBIT K-5

          (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

          (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets;

          (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy;

          (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor; or

          (e) the foreign equivalent of the foregoing.

          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

          “Lender Counterparty” means the Lead Arranger and each First Lien Lender or any Affiliate of a First Lien Lender counterparty to a Hedge Agreement (including any Person who is a First Lien Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a First Lien Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with the First Lien Collateral Agent.

          “Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

          “New Agent” has the meaning assigned to that term in Section 5.5.

          “Obligations” means all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates, in each case under the First Lien Loan Documents, the Second Lien Loan Documents or Hedge Agreements, whether for principal, interest or payments for early termination of Interest Rate Agreements, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

EXHIBIT K-6

          “Pledged Collateral” has the meaning set forth in Section 5.4.

          “Recovery” has the meaning set forth in Section 6.5.

          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

          “Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Lenders and the agents under the Second Lien Loan Documents.

          “Second Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

          “Second Lien Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

          “Second Lien Collateral Documents” means the Collateral Documents (as defined in the Second Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

          “Second Lien Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

          “Second Lien Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

          “Second Lien Lenders” means the “Lenders” under and as defined in the Second Lien Credit Agreement.

          “Second Lien Loan Documents” means the Second Lien Credit Agreement and the Credit Documents (as defined in the Second Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

          “Second Lien Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Second Lien

EXHIBIT K-7

Obligations or under which rights or remedies with respect to any such Liens are governed.

          “Second Lien Obligations” means all Obligations outstanding under the Second Lien Credit Agreement and the other Second Lien Loan Documents. “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

          “Standstill Period” has the meaning set forth in Section 3.1.

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

          “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          “U.S. Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

          “U.S. Holdings” has the meaning assigned to that term in the Recitals to this Agreement.

          “U.S. Subsidiary Guarantor” has the meaning set forth in the Recitals to this Agreement.

          1.2 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include, includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

          (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

EXHIBIT K-8

          (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

          (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

          (d) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

          (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 2. Lien Priorities.

          2.1 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Loan Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that:

          (a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

          (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of U.S. Borrower, any other Grantor or any other Person.

          2.2 Prohibition on Contesting Liens. Each of the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Claimholder, and the First Lien Collateral Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the

EXHIBIT K-9

perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent, any First Lien Claimholder, the Second Lien Collateral Agent, or any Second Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations and the Liens securing the Second Lien Obligations as provided in Sections 2.1 and 3.1.

          2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the parties hereto agree that U.S. Borrower shall not, and shall not permit any other Grantor to:

          (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or

          (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

          2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

          (a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and

          (b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(d), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

EXHIBIT K-10

          SECTION 3. Enforcement.

          3.1 Exercise of Remedies.

          (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the Second Lien Collateral Agent and the Second Lien Claimholders:

          (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Collateral Agent may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declares the existence of any Event of Default under any Second Lien Loan Documents and demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent receives notice from the Second Lien Collateral Agent of such declarations of an Event of Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent);

          (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and

          (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral;

provided, that, in the case of(l), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in accordance with this Agreement after application of

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such proceeds to the extent necessary to meet the requirements of a Discharge of First Obligations.

          (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

          (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may:

          (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor;

          (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

          (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

          (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

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          (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and

          (6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1 (a)(1).

          The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1 (a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

          (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b):

          (1) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

          (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

          (3) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Credit Documents.

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          (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against U.S. Borrower or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and applicable law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

          (f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral.

          SECTION 4. Payments.

          4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the First Lien Collateral Agent or First Lien Claimholders, shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as specified in the Second Lien Collateral Documents.

          4.2 Payments Over. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral

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Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

          SECTION 5. Other Agreements.

          5.1 Releases.

          (a) If in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release.

          (b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release.

          (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or such holder or in the First Lien Collateral Agent’s

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own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

          (d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guaranty, as the case may be.

          (e) In the event that the principal amount of funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded revolving commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Lien Obligations (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1 (a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Lien Loan Documents) shall require the consent of First Lien Claimholders and Second Lien Claimholders representing in the aggregate more than 50% of the sum of (i) the First Lien Obligations Amount and (ii) the Second Lien Obligations Amount.

          5.2 Insurance. Unless and until the Discharge of First Lien Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the First Lien Loan Documents, the First Lien Collateral Agent and the First Lien Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect to the Collateral and to the extent required by the First Lien Loan Documents shall be paid to the First Lien Collateral Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Credit Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, to the extent no First Lien Obligations are outstanding, and subject to the rights of the Grantors under the Second Lien Collateral Documents, to the Second Lien Collateral Agent for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the

EXHIBIT K-16

subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any Second Lien Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.2.

          5.3 Amendments to First Lien Loan Documents and Second Lien Loan Documents and Refinancing. (a) The First Lien Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Credit Agreement may be Refinanced, in each case, without notice to, or the consent of the Second Lien Collateral Agent or the Second Lien Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to the terms of this Agreement and any such amendment, supplement, modification or Refinancing shall not, without the consent of the Second Lien Collateral Agent:

          (1) increase the sum of (without duplication) (A) the then outstanding aggregate principal amount of the First Lien Credit Agreement and (B) the aggregate amount of unfunded revolving commitments under the First Lien Credit Agreement and (C) the aggregate face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed in excess of the Cap Amount;

          (2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations by more than 3% per annum (excluding increases (A) resulting from application of the pricing grid set forth in the First Lien Credit Agreement as in effect on the date hereof or (B) resulting from the accrual of interest at the default rate);

          (3) extend the scheduled maturity of the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of Second Lien Credit Agreement or any Refinancing thereof; or

          (4) contravene the provisions of this Agreement.

          (b) Without the prior written consent of the First Lien Collateral Agent, no Second Lien Loan Document may be Refinanced, amended, supplemented or otherwise modified or entered into to the extent such Refinancing, amendment, supplement or modification, or the terms of any new Second Lien Loan Document, would:

          (1) increase the principal amount of the Second Lien Credit Agreement in excess of the amount permitted under the First Lien Credit Agreement;

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          (2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second Lien Obligations by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate);

          (3) change any default or Event of Default thereunder in a manner adverse to the loan parties thereunder (other than to eliminate any such Event of Default or increase any grace period related thereto or otherwise make such Event of Default or condition less restrictive or burdensome on U.S. Borrower);

          (3) change (to earlier dates) any dates upon which payments of principal or interest are due thereon;

          (4) change the prepayment provisions thereof;

          (5) increase materially the obligations of the obligor thereunder or to confer any additional material rights on the lenders under the Second Lien Credit Agreement (or a representative on their behalf) which would be adverse to any Credit Party or First Lien Lenders; or

          (6) contravene the provisions of this Agreement.

          The Second Lien Credit Agreement may be Refinanced to the extent the terms and conditions of such Refinancing debt meet the requirements of this Section 5.3(b), the average life to maturity thereof is greater than or equal to that of the Second Lien Credit Agreement and the holders of such Refinancing debt bind themselves in a writing addressed to the First Lien Collateral Agent and the First Lien Claimholders to the terms of this Agreement.

          (c) The U.S. Borrower agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among AZ Chem US Inc., Goldman Sachs Credit Partners L.P., as First Lien Collateral Agent and CapitalSource Finance LLC, as Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement

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and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, U.S. Borrower agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral.

          (d) In the event any First Lien Collateral Agent or the First Lien Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, such First Lien Claimholders, U.S. Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of the Second Lien Collateral Agent or the Second Lien Claimholders and without any action by the Second Lien Collateral Agent, U.S. Borrower or any other Grantor, provided, that:

          (1) no such amendment, waiver or consent shall have the effect of:

          (A) removing or releasing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 of this Agreement and provided that there is a corresponding release of the Liens securing the First Lien Obligations;

          (B) imposing duties on the Second Lien Collateral Agent without its consent;

          (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Loan Documents or Section 6; or

          (D) being prejudicial to the interests of the Second Lien Claimholders to a greater extent than the First Lien Claimholders; and

          (2) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent.

          5.4 Bailee for Perfection. (a) The First Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the First Lien Claimholders and as bailee for the

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          Second Lien Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.4.

          (b) The First Lien Collateral Agent shall have no obligation whatsoever to the First Lien Claimholders, the Second Lien Collateral Agent or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below.

          (c) The First Lien Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Collateral Agent or any Second Lien Claimholder.

          (d) Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Lien Collateral Agent to the extent Second Lien Obligations remain outstanding, and second, to U.S. Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The First Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Lien Collateral Agent in connection with the Second Lien Collateral Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

          (e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent and Second Lien Claimholders did not exist.

          5.5 When Discharge of First Lien Obligations is Deemed to Not Have Occurred. If concurrently with the Discharge of First Lien Obligations U.S. Borrower enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second

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          Lien Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Collateral Agent under such First Lien Loan Documents shall be the First Lien Collateral Agent all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that U.S. Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the U.S. Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement.

          5.6 Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

SECTION 6. Insolvency or Liquidation Proceedings.

          6.1 Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the

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          Bankruptcy Code), on which the First Lien Collateral Agent or any other creditor has a Lien or to permit U.S. Borrower or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel U.S. Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3).

          6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First Lien Collateral Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by the Bankruptcy Court.

          6.3 Adequate Protection.

          (a) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall contest (or support any other Person contesting):

          (1) any request by the First Lien Collateral Agent or the First Lien Claimholders for adequate protection; or

          (2) any objection by the First Lien Collateral Agent or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Collateral Agent or the First Lien Claimholders claiming a lack of adequate protection.

          (b) Notwithstanding the foregoing provisions in this Section 6.3, any Insolvency or Liquidation Proceeding:

EXHIBIT K-22

          (1) if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

          (2) in the event the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Claimholders, agrees that the First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations and for any Cash Collateral use or DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Lien on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Lien Collateral Agent or the Second Lien Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

          6.4 No Waiver. Subject to Sections 3.1(a) and (d), nothing contained herein shall prohibit or in any way limit the First Lien Collateral Agent or any First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Collateral Agent or any of the Second Lien Claimholders, including the seeking by the Second Lien Collateral Agent or any Second Lien Claimholders of adequate protection or the asserting by the Second Lien Collateral Agent or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Loan Documents or otherwise.

          6.5 Avoidance Issues. If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of U.S. Borrower or any other Grantor any amount paid in respect of First Lien Obligations (a “Recovery”), then such First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release,

EXHIBIT K-23

          discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

          6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

          6.7 Post-Petition Interest. (a) Neither the Second Lien Collateral Agent nor any Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Collateral Agent or any First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of any First Lien Claimholder’s Lien, without regard to the existence of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Claimholders on the Collateral.

          (b) Neither the First Lien Collateral Agent nor any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Claimholders on the Collateral (after taking into account the First Lien Collateral).

          6.8 Waiver. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

          6.9 Separate Grants of Security and Separate Classification. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, and the First Lien Collateral Agent for itself and on behalf of the First Lien Claimholders, acknowledges and agrees that:

          (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.

EXHIBIT K-24

To further effectuate the intent of the parties as provided in the immediately sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or the recovery of Second Lien Claimholders).

          SECTION 7. Reliance; Waivers; Etc.

          7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under its First Lien Loan Documents, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Credit Agreement or this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Collateral Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Loan Documents or this Agreement.

          7.2 No Warranties or Liability. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any

EXHIBIT K-25

Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, behalf of itself and the Second Lien Obligations, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Claimholders, and the First Lien Collateral Agent and the First Lien Claimholders shall have no duty to the Second Lien Collateral Agent or any of the Second Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with U.S. Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents but excluding, in each case, this Agreement with respect to each other), regardless of any knowledge thereof which they may have or be charged with.

          7.3 No Waiver of Lien Priorities. (a) No right of the First Lien Claimholders, the First Lien Collateral Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of U.S. Borrower or any other Grantor or by any act or failure to act by any First Lien Claimholder or the First Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Loan Documents, regardless of any knowledge thereof which the First Lien Collateral Agent or the First Lien Claimholders, or any of them, may have or be otherwise charged with.

          (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of U.S. Borrower and the other Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a)), the First Lien Claimholders, the First Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the Second Lien Collateral Agent or any Second Lien Claimholders, without incurring any liabilities to the Second Lien Collateral Agent or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Collateral Agent or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

EXHIBIT K-26

          (1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of U.S. Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Collateral Agent or any of the First Lien Claimholders, the First Lien Obligations or any of the First Lien Loan Documents; provided that any such increase in the First Lien Obligations shall not increase the sum of the Indebtedness constituting principal under the First Lien Credit Agreement and the face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed to an amount in excess of the Cap Amount;

          (2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of U.S. Borrower or any other Grantor to the First Lien Claimholders or the First Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

          (3) settle or compromise any First Lien Obligation or any other liability of U.S. Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

          (4) exercise or delay in or refrain from exercising any right or remedy against U.S. Borrower or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with U.S. Borrower, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of U.S. Borrower or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

          (c) Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, also agrees that the First Lien Claimholders and the First Lien Collateral Agent shall have no liability to the Second Lien Collateral Agent or any Second Lien Claimholders, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any claim against any First Lien Claimholder or the First Lien Collateral Agent, arising out of any and all actions which the First Lien Claimholders or the First Lien Collateral Agent may take or permit or omit to take with respect to:

          (1) the First Lien Loan Documents (other than this Agreement);

          (2) the collection of the First Lien Obligations; or

EXHIBIT K-27

          (3) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Collateral Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

          (d) Until the Discharge of First Lien Obligations, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

          7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Collateral Agent and the First Lien Claimholders and the Second Lien Collateral Agent and the Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

          (a) any lack of validity or enforceability of any First Lien Loan Documents or any Second Lien Loan Documents;

          (b) except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Loan Document;

          (c) except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guaranty thereof;

          (d) the commencement of any Insolvency or Liquidation Proceeding in respect of U.S. Borrower or any other Grantor; or

          (e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, U.S. Borrower or any other Grantor in respect of the First Lien Collateral Agent, the First Lien Obligations, any First Lien Claimholder, the Second Lien Collateral Agent, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

EXHIBIT K-28

          SECTION 8. Miscellaneous.

          8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Loan Documents or the Second Lien Loan Documents, the provisions of this Agreement shall govern and control.

          8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of U.S. Borrower or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to U.S. Borrower or any other Grantor shall include U.S. Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for U.S. Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

          (a) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5; and

          (b) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

          8.3 Amendments; Waivers. No amendment, modification or waiver any of the provisions of this Agreement by the Second Lien Collateral Agent or the First Lien Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, U.S. Borrower shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes, but is not limited to any amendment to the Grantors’ ability to

EXHIBIT K-29

cause additional obligations to constitute First Lien Obligations or Second Lien Obligations as U.S. Borrower may designate).

          8.4 Information Concerning Financial Condition of U.S. Borrower and its Subsidiaries. The First Lien Collateral Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Collateral Agent, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of U.S. Borrower and its Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Collateral Agent and the First Lien Claimholders shall have no duty to advise the Second Lien Collateral Agent or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Collateral Agent or any of the First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Collateral Agent or any Second Lien Claimholder, it or they shall be under no obligation:

          (a) to make, and the First Lien Collateral Agent and the First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

          (b) to provide any additional information or to provide any such information on any subsequent occasion;

          (c) to undertake any investigation; or

          (d) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

          8.5 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Claimholders or the Second Lien Collateral Agent pays over to the First Lien Collateral Agent or the First Lien Claimholders under the terms of this Agreement, the Second Lien Claimholders and the Second Lien Collateral Agent shall be subrogated to the rights of the First Lien Collateral Agent and the First Lien Claimholders; provided that, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred. The U.S. Borrower acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Collateral Agent or the Second Lien Claimholders that are paid over to the First Lien Collateral Agent or the First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

EXHIBIT K-30

          8.6 Application of Payments. All payments received by the First Lien Collateral Agent or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Loan Documents. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, assents to any extension or postponement of the time of payment, subject to Section 5.3(a)(3), of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

          8.7 SUBMISSION TO JURISDICTION; WAIVERS. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

          (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

          (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

          (3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND

          (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

          (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO

EXHIBIT K-31

ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          (c) EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FIRST LIEN LOAN DOCUMENT OR SECOND LIEN LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

          8.8 Notices. All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall also be sent to the Second Lien Collateral Agent and the First Lien Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth on Annex I hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

          8.9 Further Assurances. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders under the Second Lien Loan Documents, and U.S. Borrower, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

EXHIBIT K-32

          8.10 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Collateral Agent, the First Lien Claimholders, the Second Lien Collateral Agent, the Second Lien Claimholders and their respective successors and assigns.

          8.12 Specific Performance. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, as the case may be.

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

          8.14 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

          8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

          8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders. Nothing in this Agreement shall impair, as between U.S. Borrower and the other Grantors and the First Lien Collateral Agent and the First Lien Claimholders, or as between U.S. Borrower and the other Grantors and the Second Lien Collateral Agent and the Second Lien Claimholders, the obligations of U.S. Borrower and the other Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Loan Documents and the Second Lien Loan Documents, respectively.

EXHIBIT K-33

          8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Collateral Agent and the First Lien Claimholders on the one hand and the Second Lien Collateral Agent and the Second Lien Claimholders on the other hand. None of U.S. Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder and neither U.S. Borrower nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of U.S. Borrower or any other Grantor to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

EXHIBIT K-34

          IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

First Lien Collateral Agent
GOLDMAN SACHS CREDIT PARTNERS L.P., as First Lien Collateral Agent,
By:
	Authorized Signatory

Intercreditor Agreement

Second Lien Collateral Agent
CAPITALSOURCE FINANCE LLC, as Second Lien Collateral Agent
By:
	Name:
	Title:

Intercreditor Agreement

Acknowledged and Agreed to by:

U.S. Borrower

AZ CHEM US INC.
By:
	Name:
	Title:

Intercreditor Agreement

Annex I

Notices

First Lien Collateral Agent

Goldman Sachs Credit Partners L.P.
1 New York Plaza
New York, NY 10004
Attention: Elizabeth Fischer and Rob Schatzman
Telecopier: (212) 902-3000

Second Lien Collateral Agent

CapitalSource Finance LLC
4445 Willard Avenue, 12th Floor
Chevy Chase, MD 20815
Attention: Special Investments Group, Portfolio Manager
Telephone: 301-841-2700
Fax: 301-841-2340

U.S. Borrower

c/o Rhône Capital LLC
5 Prince Gate
3rd Floor
Knightsbridge
London SW7 1QJ
Attention: Gianpiero Lenza
Facsimile: +44 207 761 1111

in each case, with a copy to:

Rhône Capital LLC
630 Fifth Avenue
27th Floor
New York, NY 10111
Attention: Andrew Oliver
Facsimile: (212) 218-6789

Arizona Chemical Company
Building 100
4600 Touchton Road E., Suite 1500
Jacksonville, FL 32246
Attention: Charles E. Nelson/Glenda Haynes
Facsimile: (904) 928-8771

A-1

EX-10.9

Exhibit 10.9

EXECUTION COPY

FIRST AMENDMENT
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

     THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 24, 2008 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the “Borrower”), CAPITALSOURCE FINANCE LLC, as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (together with its permitted successors and assigns in such capacity, “Syndication Agent”), for purposes of Section IV hereof, and the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the “Credit Agreement”; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrower, AZ CHEM US HOLDINGS INC., a Delaware corporation, the subsidiaries of U.S. Holdings named therein, the Lenders, the Administrative Agent, the Collateral Agent, the Syndication Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

     WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

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

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

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

1.1 Amendments to Section 1: Definitions.

     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

     “Contributions” means collectively, the Holdings Contributions and the Sponsor Contributions.

     “Dutch Auction” means each purchase by a Sponsor Affiliated Lender of Loans (each, a “Purchase”), subject to the following limitations:

     (i) such Sponsor Affiliated Lender will notify the Syndication Agent (each, a “Purchase Notice”) (and the

Syndication Agent will deliver such Purchase Notice to the Lenders) that such Sponsor Affiliated Lender wishes to make an offer to Purchase Loans extended to the Borrower in an aggregate amount for each such Class of Loans as is specified by such Sponsor Affiliated Lender (each, a “Purchase Amount”), subject to a range or maximum price to par for each such Class of Loans, as is specified by such Sponsor Affiliated Lender, at which range or price such Sponsor Affiliated Lender would consummate such Purchase (the “Offer Price”); provided that such Purchase Notice shall specify that each Lender proposing an Acceptable Price (as hereinafter defined) must submit such Acceptable Price within a five (5) hour time period specified in such Purchase Notice occurring on a date specified in such Purchase Notice, which date shall in no event be prior to the fifth (5^th) Business Day from the date of such Purchase Notice;

     (ii) such Sponsor Affiliated Lender will allow each Lender holding the Class(es) of Loans subject to such Purchase Notice, within the period of time specified in such Purchase Notice to specify a price to par (the “Acceptable Price”) for a principal amount (subject to rounding requirements specified by the Syndication Agent) of such Class(es) of Loans at which such Lender is willing to permit such Purchase to occur (but in no event will the Acceptable Price be greater than the Offer Price for such Purchase as set forth in the applicable Purchase Notice);

     (iii) based on the Acceptable Prices and principal amounts of the Class(es) of Loans subject to such Purchase as specified by Lenders, the Syndication Agent in consultation with such Sponsor Affiliated Lender, will determine (a) the lowest Acceptable Price at which such Sponsor Affiliated Lender can complete such Purchase for the entire Purchase Amount for each such Class of Loans (the “Maximum Purchase Price”) and (b) the Acceptable Prices specified by each such Lender that are equal to or less than the Maximum Purchase Price for such Class of Loans (such Loans being referred to as “Qualifying Loans” and such Lenders being referred to as “Qualifying Lenders”);

     (iv) such Sponsor Affiliated Lender shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Acceptable Prices specified by each such Qualifying Lender; provided that if the aggregate amount required to purchase the Qualifying Loans would exceed the Purchase Amount for such Class of Loans, (a) such Sponsor Affiliated Lender shall purchase Qualifying Loans of such Class with respect to which the Acceptable Price is equal to the Maximum Purchase Price for such

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Class ratably based on the aggregate principal amounts of all such Qualifying Loans then held by each such Qualifying Lender of the same Class and (b) such Sponsor Affiliated Lender shall purchase Qualifying Loans of such Class with respect to which the Acceptable Price is less than the Maximum Purchase Price for such Class in full;

     (v) each such Purchase, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type of Loan, Interest Periods, and other notices by such Sponsor Affiliated Lender, and Lenders, and determination of Maximum Purchase Price) mutually acceptable to the Syndication Agent and the Borrower;

     (vi) the Sponsor Affiliated Lender shall not be permitted to submit a Purchase Notice to the Syndication Agent more frequently than once in any period of thirty (30) consecutive calendar days; and

     (vii) notwithstanding anything to the contrary contained herein, at any time prior to consummation of any Purchase, the Sponsor Affiliated Lender may, upon prior written notice to the Syndication Agent withdraw its offer to purchase the Loans that are the subject of such Purchase without consummating the same.

     “First Amendment” means that certain First Amendment to Second Lien Credit and Guaranty Agreement dated as of July ___, 2008, among the Borrower, U.S. Holdings, the Administrative Agent, the Syndication Agent and the financial institutions and the Guarantors listed on the signature pages thereto.

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

     “First Lien Contributions” means the First Lien Holdings Contribution and the First Lien Sponsor Contribution.

     “First Lien Dutch Auction” means “Dutch Auction” (as defined in the First Lien Credit Agreement, as amended by the First Lien Second Amendment (all capitalized terms used in this definition having the same meanings herein as set forth in the First Lien Credit Agreement)).

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     “First Lien First Amendment” means that certain First Amendment to First Lien Credit Agreement (amending certain provisions of the First Lien Credit Agreement to accommodate a new pooling and cash management system to be provided to the European Borrower (as defined in First Lien Credit Agreement), and its Subsidiaries).

     “First Lien Holdings Contribution” means the contribution by Holdings of Loans acquired in connection with a First Lien Sponsor Purchase to Borrower (as defined in the First Lien Credit Agreement) (directly or through Subsidiaries of Holdings) in return for additional Equity Interests of the Borrower (and any other Subsidiary of Holdings through which the Term Loans are contributed).

     “First Lien Second Amendment” means that certain Second Amendment to First Lien Credit Agreement (amending the First Lien Credit Agreement to, among other things, permit the First Lien Sponsor Purchases and First Lien Contribution on terms substantially similar to the First Amendment).

     “First Lien Sponsor Contribution” means at any time on or after the date of a First Lien Sponsor Purchase, a Sponsor Affiliated Lender’s contribution of the First Lien Loans acquired in such First Lien Sponsor Purchase to Holdings (directly or through Subsidiaries of such Sponsor Affiliated Lender).

     “First Lien Sponsor Purchase” means the purchase pursuant to a First Lien Dutch Auction by a Sponsor Affiliated Lender of the Loans (each, as defined under the First Lien Credit Agreement) from lenders participating in a First Lien Dutch Auction in accordance with Section 10.6 of the First Lien Credit Agreement.

     “Holdings Contribution” means the contribution by Holdings of Loans acquired in connection with a Sponsor Purchase to Borrower (in each case, directly or through Subsidiaries of Holdings) in return for additional Equity Interests of U.S. Holdings and the contribution by U.S. Holdings of the Loans acquired in a Sponsor Purchase to Borrower (in each case, directly or through Subsidiaries of U.S. Holdings) in return for additional Equity Interests of Borrower.

     “Purchase Amount” as defined in the definition of “Dutch Auction”.

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     “Purchase Notice” as defined in the definition of “Dutch Auction”.

     “Sponsor Affiliated Lender” means any Sponsor Fund or other entity holding capital with respect to which any Sponsor Fund, the Sponsor or an Affiliate of Sponsor is, directly or indirectly, an advisor or manager (or acts in a similar capacity) pursuant to any written agreement; provided such Person (a) executes and delivers to the Syndication Agent (and the Syndication Agent shall execute and deliver to such Person and the Lenders upon receipt thereof) a letter substantially in the form of Exhibit L hereto (a “Sponsor Letter”) on (i) with respect to a Sponsor Fund, the First Amendment Effective Date, (ii) with respect to purchases pursuant to a Dutch Auction, on the date of delivery of a Purchase Notice to the Syndication Agent or (iii) with respect to purchases from another Sponsor Affiliated Lender, on date of the Sponsor Purchase, and (b) together with each other Sponsor Affiliated Lender, holds no more than the Sponsor Purchase Cap Amount (or will hold no more than the Sponsor Purchase Cap Amount assuming the purchase of the maximum Purchase Amount contemplated by the Purchase Notice referred to in clause (a) of this definition).

     “Sponsor Contribution” means at any time on or after the date of a Sponsor Purchase, a Sponsor Affiliated Lender’s contribution of the Loans acquired in such Sponsor Purchase to Holdings (directly or through Subsidiaries of such Sponsor Affiliated Lender).

     “Sponsor Fund” means Rhone Partners III L.P., Rhone Offshore Partners III L.P. and Rhone Coinvestment III L.P.

     “Sponsor Letter” as defined in the definition of “Sponsor Affiliated Lender.”

     “Sponsor Purchase” means the purchase pursuant to a Dutch Auction by a Sponsor Affiliated Lender of Loans from Lenders participating in such Dutch Auction from time to time in accordance with Section 10.6 of the Credit Agreement; provided, that Sponsor Affiliated Lenders may make such purchases from other Sponsor Affiliated Lenders at any time.

     “Sponsor Purchase Cap Amount” means 30% of the aggregate principal amount of the Loans outstanding at any time.

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     “Sponsor Sale” means the sale, assignment or transfer by a Sponsor Affiliated Lender of all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Loans owing to it, in accordance with Section 10.6.

     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following definitions:

     “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereunder), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, that no Affiliate of Holdings or Sponsor shall be an Eligible Assignee (other than solely with respect to Loans purchased pursuant to a Dutch Auction, any Sponsor Affiliated Lender or (ii) in connection with any purchase of the Loans from an existing Sponsor Affiliated Lender).

1.2 Amendment to Section 2.7(b). Section 2.7(b) of the Credit Agreement is hereby amended by adding the following provision to the end thereof:

Information contained in the Register with respect to any entry relating to Loans held by any Sponsor Affiliated Lender shall be available for inspection by any Lender at any reasonable time and from time to time upon reasonable prior notice to the Administrative Agent.

1.3 Amendment to Section 2.24. Section 2.24 of the Credit Agreement is hereby amended by adding the following sentence to the end of such Section:

     The provisions of this Section 2.24 shall give effect to the voting provisions in each Sponsor Letter.

1.4 New Section 2.25. Section 2 of the Credit Agreement is hereby amended by adding the following as new Section 2.25 to the end thereof:

2.25 First Lien Amendments. Notwithstanding any provision in this Agreement or the other Credit Documents, subject to that certain First Lien Second Amendment becoming effective in accordance with its terms, (a) any Sponsor Affiliated Lender (as defined in the First Lien Credit Agreement) may make First Lien Sponsor Purchases in accordance with the terms of the First Lien

6

Credit Agreement, as amended by the First Lien Second Amendment and (b) any Sponsor Affiliated Lender and Holdings may make any subsequent First Lien Contributions of such First Lien Sponsor Purchases, in each case in accordance with the terms of the First Lien Credit Agreement, as amended by the First Lien Second Amendment, and the parties hereto hereby agree that any First Lien Contribution will not be a voluntary prepayment by the borrowers thereunder for any purpose under this Agreement and the other Credit Documents. The Lenders also acknowledge that pursuant to the First Lien First Amendment, certain new cash management obligations of the European Borrower and its Subsidiaries have been included as “Obligations”, “Obligations of the U.S. Borrower” and “Obligations of the European Borrower” under, and as defined in, the First Lien Credit Agreement, as amended by the First Lien First Amendment, the documents related thereto and the Intercreditor Agreement (it being acknowledged that the Requisite Lenders’ consent to the First Lien First Amendment is not required pursuant to the terms of the Credit Documents).

1.1 New Section 2.26. Section 2 of the Credit Agreement is hereby amended by adding the following as new Section 2.26 to the end thereof:

“2.26 Sponsor Purchases and Contributions. Notwithstanding any provision in this Agreement or the other Credit Documents, (a) (i) promptly following each Sponsor Purchase by a Sponsor Affiliated Lender, at least 35% of the principal amount of Loans subject to such Sponsor Purchase shall be contributed by the applicable Sponsor Affiliated Lender (directly or through Subsidiaries of such Sponsor Affiliated Lender) to Holdings (and further contributed by Holdings directly or indirectly to the Borrower) and (ii) concurrently with such Contributions or at any time thereafter, all or a portion of the remainder of such Loans subject to such Sponsor Purchase may, at the discretion of the applicable Sponsor Affiliated Lender, be contributed by the applicable Sponsor Affiliated Lender (directly or through Subsidiaries of such Sponsor Affiliated Lender) to Holdings (and further contributed by Holdings directly or indirectly to the Borrower); provided that in each case, promptly following such Contributions, any Loans that are the subject of such Contributions shall be forgiven by Borrower, and shall be cancelled and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand,

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authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document, (b) solely in connection with the making of such Contributions, Holdings and its Subsidiaries (and Subsidiaries of the applicable Sponsor Affiliated Lender in the case of an indirect Contribution) and International Paper Company (but only to the extent it participates in such Contribution), shall each be deemed to be an “Eligible Assignee” for all purposes of this Agreement and each other Credit Document, and (c) the parties hereto hereby agree that any Contribution will not be a voluntary prepayment by Borrower for any purpose under this Agreement and the other Credit Documents. Concurrently therewith, the Borrower shall notify the Administrative Agent of the amount of the Loans forgiven pursuant to the prior sentence and provide a description of the contributions by Holdings directly or indirectly to the Borrower.”

1.2 Amendment to Section 5.1. Section 5.1(c) of the Credit Agreement is hereby amended by adding the following parenthetical immediately after the words “Compliance Certificate” appearing therein:

     “(which Compliance Certificate shall also set forth the aggregate amount of Sponsor Purchases outstanding on the date of the applicable Compliance Certificate)”

1.3 Amendments to Section 9.5 of the Credit Agreement. Section 9.5 of the Credit Agreement is hereby amended by adding the following as a new clause (d):

     (d) Each Lender acknowledges that certain Affiliates of Holdings that have complied with the definition of “Sponsor Affiliated Lender” are Eligible Assignees hereunder and may purchase Loans hereunder from Lenders from time to time in an aggregate amount not to exceed the Sponsor Purchase Cap Amount, subject to the restrictions set forth in the definition of Eligible Assignees. Each Lender acknowledges that the Sponsor Affiliated Lenders currently may have, and later may come into possession of, information regarding the Loans or the Credit Parties hereunder that is not known to it and that may be material to a decision to enter into an assignment of such Loans hereunder (“Excluded Information”). Each Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Syndication Agent or the other Lenders hereunder. Notwithstanding anything to the contrary contained herein, the Administrative Agent may and, upon the direction of the Requisite Lenders, shall (i) exclude the Sponsor Affiliated

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Lenders from receiving any document, instrument or other communication that such Sponsor Affiliated Lenders would otherwise have been entitled to receive under the terms of this Agreement in their capacities as Lenders (other than any document, instrument or communication received by the Sponsor Affiliated Lenders directly from Borrower) and (ii) preclude the Sponsor Affiliated Lenders from attending meetings of the Lenders (including with respect to the exercise of rights and remedies under any Credit Document).

     (e) In connection with each Sponsor Sale, the applicable Sponsor Affiliated Lender represents and warrants as of the date of a Sponsor Sale, that such Sponsor Affiliated Lender does not have any material non-public information (“MNPI”) with respect to Holdings, Borrower or any of their respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, Borrower or any of their respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to purchase Loans from such Sponsor Affiliated Lender.

1.4	Amendment to Exhibits. The Credit Agreement is hereby amended by adding a new “Exhibit L” thereto as set forth in Annex I attached hereto.
1.5	Amendment to Assignment Agreement. The Assignment Agreement is hereby amended by adding the following provision to the end of Annex I thereof:

     [To be included in the Assignment only in the case of an assignment by or to a Sponsor Affiliated Lender: Each of the Assignor and Assignee acknowledges that (i) the other party currently may have, and later may come into possession of, information regarding the Assigned Interest or the Credit Parties that is not known to it and that may be material to a decision to enter into this Assignment (“Excluded Information”), (ii) it has determined to enter into this Assignment notwithstanding its lack of knowledge of the Excluded Information, and (iii) the other party shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party, with respect to the nondisclosure of the Excluded Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in this Assignment. Each of Assignor and Assignee further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Syndication Agent or the other Lenders party to the Credit Agreement.] [To be

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included in the Assignment only in the case of each Sponsor Sale: The Assignor hereby represents and warrants as of the Effective Date, that the Assignor does not have any material non-public information (“MNPI”) with respect to Holdings, Borrower or any of their respective Subsidiaries or securities that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, Borrower or any of their respective Subsidiaries or securities) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to purchase Loans from such Sponsor Affiliated Lender.

SECTION II. CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent:

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

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

     C. Amendment to First Lien Credit Agreement. The First Lien Credit Agreement shall have been amended in accordance with its terms to permit Sponsor Purchases and any related Contributions and the First Lien Sponsor Purchases and any related First Lien Contributions on substantially the same terms as described herein and the Administrative Agent and the Syndication Agent shall have received a fully executed copy of such amendment.

     D. Sponsor Letter. The Administrative Agent and the Syndication Agent shall have received a letter substantially in the form of Annex I hereto executed by each of the Sponsor Funds.

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

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

SECTION III. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

     F. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Section 4 of the Amended Agreement are and will be

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

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

SECTION IV. ACKNOWLEDGMENT AND CONSENT

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

     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

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

SECTION V. MISCELLANEOUS

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

     (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or

12

words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

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

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

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

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

     D. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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

[Remainder of this page intentionally left blank.]

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

BORROWER:	AZ CHEM US INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
GUARANTORS:	AZ CHEM US HOLDINGS INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
	ARIZONA CHEMICAL COMPANY, LLC
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO
	ARIZONA ARBORIS, INC.
	By:	/s/ Gerald C. Marterer
		Name:	Gerald C. Marterer
		Title:	President/CEO

CAPITALSOURCE FINANCE LLC, As Administrative Agent
By:	/s/ Christopher J. Blagg
	Name:	Christopher J. Blagg
	Title:	Associate General Counsel Healthcare and Specialty Finance

GOLDMAN SACHS CREDIT PARTNERS L.P., As Syndication Agent
By:	/s/ James V. Balcom
	Name:	James V. Balcom
	Title:	Authorized Signatory

Annex I

August ___, 2008

CAPITALSOURCE FINANCE LLC,
as Administrative Agent under the
Credit Agreement referred to below

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent under the
Credit Agreement referred to below

Re: Arizona Chemical Second Lien Credit and Guaranty Agreement

Ladies and Gentlemen:

     Reference is made to the Second Lien Credit and Guaranty Agreement, dated as of February 28, 2007 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AZ CHEM US INC., a Delaware corporation (the “Borrower”), AZ CHEM US HOLDINGS INC., a Delaware corporation, the subsidiaries of U.S. Holdings named therein, the Lenders, the administrative Agent, the Collateral Agent and the other Agents named therein.

     This letter is being delivered by the undersigned (“we” or “us”) pursuant to the definition of “Sponsor Affiliated Lender” under the Credit Agreement and Section II(D) of the Amendment.

     We hereby agree that, notwithstanding anything in the Credit Documents to the contrary, with respect to any Sponsor Purchase, we shall have no right whatsoever, whether or not a Credit Party is subject to a bankruptcy or other insolvency proceeding, so long as we are an Affiliate of Holdings, Borrower or Sponsor, to (i) consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of the Credit Agreement or any other Credit Document; provided that we hereby instruct the Administrative Agent to automatically deem any Loans held by us to be voted pro rata according to the Loans of all other Lenders (other than any Sponsor Affiliated Lender) in connection with any such amendment, modification, waiver, consent or other action, (ii) require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to the Credit Agreement or any other Credit Document, (iii) otherwise vote on any matter related to the Credit Agreement or any other Credit Document; provided that we hereby instruct the Administrative Agent to automatically deem any Loans held by us to be voted pro rata according to the Loans of all other Lenders in the aggregate (other than any Sponsor Affiliated Lender), (iv) attend any meeting in its capacity as a Lender with any Agent or other Lender or receive any information from any Agent or other Lender, (v) to have access to any E-System, or (vi) make or bring any claim, in our capacity as Lender, against the Agent or any Lender with respect to the duties and obligations of such Person under the Credit Agreement and the other Credit Documents; provided that no such amendment, modification, waiver or consent referred to above shall deprive us of our share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis hereunder.

Very truly yours,

By:
	Name:
	Title:

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:

CAPITALSOURCE FINANCE LLC,
as Administrative Agent

By:
	Name:
	Title:

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent

By:

Name:

Title:

EX-10.18

Exhibit 10.18

FOURTH AMENDMENT
TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

     THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this “Fourth Amendment”) is dated as of May 28, 2010 and is entered into by and among AZ CHEM US INC., a Delaware corporation (the “U.S. Borrower”), ARIZONA CHEMICAL AKTIEBOLAG, a limited liability company organized under the laws of Sweden (“European Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section V hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through the date hereof, the “Credit Agreement”; as it may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms) by and among the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under the laws of Sweden (“Holdings”), the subsidiaries of Holdings named therein, the Lenders, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Fourth Amendment.

RECITALS

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

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

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

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

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

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

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

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

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

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

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

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

2

5.1(c)) shall be 3.50:1.00 or less, Borrowers shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such net proceeds and (ii) no later than the first Business Day following the date of receipt by the IPO Issuer of any Cash proceeds in connection with the IPO, Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 75% of the Net IPO Proceeds.”

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

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

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

3

years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards), together with a written statement by such independent certified public accountants stating whether any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof or similar written statement reasonably acceptable to the Administrative Agent;”

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

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

(a) U.S. Borrower may make (i) required payments of principal, regularly scheduled payments of interest, fees and any other amount due in respect of Second Lien Term Loans, (ii) a mandatory prepayment of the Second Lien Term Loans in an aggregate amount equal to 25% of the Net IPO Proceeds as provided in the Second Amendment to the Second Lien Credit Agreement executed concurrently with the Fourth Amendment and (iii) regularly scheduled payments of interest and fees due in respect of the Permitted Subordinated Debt;

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

(c) (i) prior to the consummation of the IPO, Borrowers and U.S. Holdings may pay, or make Restricted Junior Payments to Holdings to allow it to pay, management fees to Sponsor or its Affiliates not exceeding an aggregate amount per annum of $2,000,000 per Fiscal Year; provided, that such payments shall be

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subordinated to the Obligations on terms satisfactory to Administrative Agent, and that upon the occurrence of a Default or an Event of Default and during the continuance thereof, no payment of any management fees or similar distributions to the Sponsor or any of its Affiliates shall be permitted under this Section 6.4(c)(i);

     (ii) after consummation of the IPO, Borrowers and U.S. Holdings may reimburse, or make Restricted Junior Payments to Holdings to allow it to reimburse, Sponsor or any of its Affiliates for their reasonable costs and expenses incurred in connection with Holdings and its Subsidiaries not exceeding an aggregate amount per annum of $1,000,000 per Fiscal Year; provided, that such payments shall be subordinated to the Obligations on terms satisfactory to Administrative Agent, and that upon the occurrence of a Default or an Event of Default and during the continuance thereof, no reimbursement to the Sponsor or any of its Affiliates shall be permitted under this Section 6.4(c)(ii); and

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

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

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

5

retirement or termination of employment of present or former officers or employees of Holdings or any of its Subsidiaries) shall not exceed $2,000,000 in any Fiscal Year; and

(f) (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c)) is 3.25:1.00 or less, Holdings may declare and pay dividends or make other distributions or may purchase or redeem Equity Interests of AZ Chem MIV I Ltd., AZ Chem MIV II LP, AZ Chem Investments Partners LP, the IPO Issuer or any Subsidiary of the IPO Issuer in an aggregate amount not to exceed the greater of (x) $10,000,000 in any Fiscal Year, less any payments, distributions, purchases or redemptions made pursuant to clause (ii) of this Section 6.4(f), and (y) an amount equal to 50% of the amount of Consolidated Excess Cash Flow for the Fiscal Year ended immediately prior to the date of such payment or distribution and that is not required to prepay the Loans pursuant to Section 2.14(e); provided that in no event shall the aggregate amount of such payments, distributions, purchases or redemptions exceed $15,000,000 in any Fiscal Year; and

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

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

“(b) (i) equity Investments owned as of the Closing Date in any Subsidiary, (ii) equity Investments made after the Closing Date by Holdings, U.S. Borrower or any U.S. Guarantor in any wholly-owned U.S. Guarantor, (iii) equity Investments made after the Closing Date by Holdings, European Borrower or Non-U.S. Guarantors in any wholly-owned Non-U.S. Guarantor and (iv) equity Investments made after the Closing Date by any Non-U.S. Guarantor in any Subsidiary of European Borrower organized

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under the laws of France in an amount not to exceed at any time $10,000,000 in the aggregate.”

1.6 Consent to Amendment to Second Lien Credit Agreement. In accordance with the requirements of Section 5.3(b)(4) of the Intercreditor Agreement, the Requisite Lenders hereby direct the Collateral Agent to consent, and the Collateral Agent hereby consents, to the modification of Section 2.14(c) of the Second Lien Credit Agreement to add a new mandatory prepayment of the Second Lien Term Loans to the extent made solely with up to 25% of Net IPO Proceeds.

SECTION II. CONDITIONS TO AMENDMENT AGREEMENT.

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

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

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

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

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

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

SECTION III. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

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

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

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

     C. Fees. The Administrative Agent shall have received, for the account of each Lender that has executed and delivered a signature page approving this Fourth Amendment, a fee in an amount equal to 0.10% of the aggregate amount of Revolving Commitments (whether used or unused) and Term Loans outstanding immediately prior to the Fourth Amendment Effective Date, which fee shall be paid by the Borrowers no later than the date of the consummation of the IPO and shall be calculated by converting the European Term Loans to U.S. Dollars using the Spot Exchange Rate on the Fourth Amendment Effective Date.

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

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

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

SECTION IV. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

SECTION V. ACKNOWLEDGMENT AND CONSENT

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

     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fourth Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the Amendment Agreement Effective Date and the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

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

SECTION VI. MISCELLANEOUS

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

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

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

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

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

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

     D. Counterparts. This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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

     [Remainder of this page intentionally left blank.]

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

BORROWERS:	AZ CHEM US INC.
	By:	/s/ F.A.M. Jung
		Name: F.A.M. Jung
		Title: Director
	ARIZONA CHEMICAL AKTIEBOLAG
	By:	/s/ F.A.M. Jung
		Name: F.A.M. Jung
		Title: Director
GUARANTORS :	THE U.S. GUARANTORS: AZ CHEM US HOLDINGS INC.
	By:	/s/ Frederic Jung
		Name: Frederic Jung
		Title: Director
	ARIZONA CHEMICAL COMPANY, LLC
	By:	/s/ F.A.M. Jung
		Name: F.A.M. Jung
		Title: Director
	ARIZONA ARBORIS, INC.
	By:	/s/ F.A.M. Jung
		Name: F.A.M. Jung
		Title: Director

THE NON-U.S. GUARANTORS:
Sweden: ARIZONA CHEM SWEDEN HOLDINGS AB
By:	/s/ F.A.M. Jung
	Name: F.A.M. Jung
	Title: Director

ARIZONA CHEM SWEDEN FINANCE AB
By:	/s/ F.A.M. Jung
	Name:/s/ F.A.M. Jung
	Title: Director
ARIZONA CHEM SWEDEN FINANCE KB
By:	/s/ F.A.M. Jung
	Name: F.A.M. Jung
	Title: Director
Finland: ARIZONA CHEMICAL OY
By:	/s/ C. Verhaar
	Name: C. Verhaar
	Title: Director
Luxembourg: AZ CHEM LUXEMBOURG FINANCE S.À.R.L.
By:	/s/ I. Hemelraad
	Name: I. Hemelraad
	Title: Manager

The Netherlands: ARIZONA CHEMICAL B.V.
By:	/s/ F.A.M. Jung
	Name: F.A.M. Jung
	Title: Director

ARIZONA CHEMICAL FINANCE B.V.
By:	/s/ F.A.M. Jung
	Name: F.A.M. Jung
	Title: Director
United Kingdom: AZ CHEM UK LIMITED
By:	/s/ N. Chandler
	Name: N. Chandler
	Title: Director
ARIZONA CHEMICAL LTD
By:	/s/ N. Chandler
	Name: N. Chandler
	Title: Director
Germany: ARIZONA CHEMICAL GMBH
By:	/s/ C. Verhaar
	Name: C. Verhaar
	Title: Director

GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and Collateral Agent
By:	/s/  Elizabeth Fischer
	Authorized Signatory
	Elizabeth Fischer

EX-10.19

Exhibit 10.19

SECOND AMENDMENT
TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

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

RECITALS

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

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

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

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION II. CONDITIONS TO AMENDMENT AGREEMENT.

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

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

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

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

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

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

SECTION III. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

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

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

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

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

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

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

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

SECTION IV. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

SECTION V. ACKNOWLEDGMENT AND CONSENT

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

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

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

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

SECTION VI. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

[Remainder of this page intentionally left blank.]

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

BORROWER:	AZ CHEM US INC.
	By:	/s/ Kellie Hardee
		Name: Kellie Hardee
		Title: Treasurer
GUARANTORS:	AZ CHEM US HOLDINGS INC.
	By:	/s/ Kellie Hardee
		Name: Kellie Hardee
		Title: Treasurer
	ARIZONA CHEMICAL COMPANY, LLC
	By:	/s/ Kellie Hardee
		Name: Kellie Hardee
		Title: Treasurer
	ARIZONA ARBORIS, INC.
	By:	/s/ Kellie Hardee
		Name: Kellie Hardee
		Title: Treasurer

CAPITALSOURCE FINANCE LLC, as Administrative Agent and Collateral Agent
By:	/s/ Christopher J. Blagg
	Name: Christopher J. Blagg
	Title: Authorized Signatory

GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent
By:	/s/ Elizabeth Fischer
	Name: Elizabeth Fischer
	Title: Authorized Signatory

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

     The chart below lists all subsidiaries of Arizona Chemical Ltd. following the dissolution of AZ Chem Luxembourg Holdings S.à r.l., which will occur prior to the completion of this offering. An indentation indicates a parent subsidiary relationship. Listed subsidiaries are wholly owned by their respective parents, which are indicated in the immediately preceding level of indentation, unless otherwise noted.

Name of Subsidiary1	Country or State of Incorporation
Arizona Chemical Luxembourg S.à.r.l.	Luxembourg
Arizona Chem Sweden Holdings AB	Sweden
AZ Chem US Holdings Inc.	Delaware
AZ Chem US Inc.	Delaware
Arizona Chemical Company, LLC	Delaware
Arizona Chemical S. De R.L. de C.V.	Mexico
AZCHEM SERVICES S DE RL DE CV	Mexico
Arizona Chemical Asia Limited	Hong Kong
Arizona Chemical Asia, Ltd. – Singapore Branch	Singapore
Arizona Arboris, Inc.	Delaware
Arboris, LLC2	Delaware
Arizona Chemical Aktiebolag	Sweden
Arizona Chemical AB – Shanghai Representation Office	People’s Republic of China
AZ Chem UK Limited	United Kingdom
Arizona Chemical LTD	United Kingdom
Arizona Chemical SAS	France
Arizona Chemical B.V.	Netherlands
Arizona Chemical B.V. – German Branch	Germany
Arizona Chemical Finance B.V.	Netherlands
Arizona Chemical Oy	Finland
“Arizona Chemical” ZAO	Russia
Arizona Chemical GmbH	Germany
Arizona Chem Sweden Finance AB	Sweden
AZ Chem Luxembourg Finance S.à r.l.	Luxembourg
Arizona Chem Sweden Finance Kommanditbolag3	Sweden

1	The names of these subsidiaries are as of May 27, 2010.
2	10% owned by Arizona Arboris, Inc.
3	Arizona Chem Sweden Finance Kommanditbolag is a partnership. Arizona Chemical AB is the general partner (1% ownership) and AZ Chem Luxembourg Finance S.à r.l. is the limited partner (99% ownership).

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-166009 of our report dated August 10, 2007 (March 9, 2010 as to the financial statement schedule) relating to the consolidated financial statements and financial statement schedule of Arizona Chemical Division of International Paper Company (the “Division”) (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) the financial statements have been prepared from the separate records maintained for the Division by International Paper Company and may not be necessarily indicative of the conditions that would have existed or the results of operations if the Division had operated as an unaffiliated company and; (2) on February 28, 2007, Rhône Capital III completed the purchase of the Division) appearing in the Prospectus, which is part of such Registration Statement.

We also consent to the reference to use under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Jacksonville, Florida
June 7, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-166009 of our report dated March 9, 2010 (May 28, 2010 as to Note 20) relating to the consolidated financial statements and financial statement schedules of Arizona Chem Sweden Holdings AB and subsidiaries appearing in the Prospectus, which is part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Jacksonville, Florida
June 7, 2010

EX-23.4

Exhibit 23.4

	Arthur D. Little Benelux S.A. / N.V. Avenue de Tervurenlaan, 270 B - 1150 Brussels Belgium
	Telephone 32.2.761.72.00 Telefax 32.2.762.07.58 E-mail adlittle.brussels@adlittle.com

TO: Arizona Chemical Ltd.:

CONSENT OF ARTHUR D. LITTLE BENELUX S.A./N.V.

We consent to the use of our information and to all references to our firm, including, without limitation, references to our firm under the caption “Experts”, and such information, included in or made part of (i) “Summary”, (ii) “Industry”, and (iii) “Business”, in each case, included in the registration statement on Form S-1 to be filed by Arizona Chemical Ltd. and related prospectus.

Dated: June 1, 2010

Arthur D. Little Benelux S.A. / N.V.

By :	Ignacio Garcia Alves
Title :	Chief Executive Officer