Corporation Shares Shares No. Owned of Pledge Agreement ----------- ------ ------ --- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX C LIST OF NOTES Sub-clause of Section 3.2(a) of Amount Maturity Date Obligor Pledge Agreement ------ ------------- ------- ---------------- [TO BE PROVIDED BY THE BORROWER] ANNEX D LIST OF LIMITED LIABILITY COMPANY INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX E LIST OF PARTNERSHIP INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX F LIST OF CHIEF EXECUTIVE OFFICES [TO BE PROVIDED BY THE BORROWER] ANNEX G Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of ______, ____, among each of the undersigned pledgors (each a "Pledgor" and, collectively, the "Pledgors"), First Union National Bank, not in its individual capacity but solely as Collateral Agent (the "Pledgee"), and __________, as the issuer of the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined below) (the "Issuer").
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Corporation Shares Shares No. Owned of Pledge Agreement ----------- ------ ------ --- ----- -------- ------------ ------------- ----------- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX C LIST OF NOTES Sub-clause of Section 3.2(a) of Amount Maturity Date Obligor Pledge Agreement ------ ------------- ------- ---------------- [TO BE PROVIDED BY THE BORROWER] ANNEX D to PLEDGE AGREEMENT LIST OF LIMITED LIABILITY COMPANY INTERESTS Name of Type of Sub-clause of Section 3.2(a) Limited Liability Company Interest Percentage Owned of Pledge Agreement ------------------------- -------- ---------------- --------------------------- ANNEX E to PLEDGE AGREEMENT LIST OF PARTNERSHIP INTERESTS Name of Type of Sub-clause of Section 3.2(a) Partnership Interest Percentage Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX E LIST OF PARTNERSHIP INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ---------------- ---------------------------- ANNEX F to PLEDGE AGREEMENT LIST OF CHIEF EXECUTIVE OFFICES [TO BE PROVIDED BY THE BORROWER] ANNEX G Form of Agreement Regarding Uncertificated Securitiesto PLEDGE AGREEMENT FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, Limited Liability Company Interests and Partnership Interests LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of _______ __, ____, among each of the undersigned pledgors pledgor (each a the "Pledgor" and, collectively, the "Pledgors"), First Union National BankChristiania Bank og Kreditkasse ASA, New York Branch, not in its individual capacity but solely as Collateral Agent collateral agent (the "Pledgee"), and __________, as the issuer of the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined below) (the "Issuer").
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Corporation Shares Shares No. Owned of Pledge Agreement ----------- ------ ------ --- ----- ------------------- -------- ----------- ---------- ---------------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX C LIST OF NOTES Sub-clause of Section 3.2(a) of Amount Maturity Date Obligor Pledge Agreement ------ ------------- ------- ---------------- [TO BE PROVIDED BY THE BORROWER] LIMITED LIABILITY COMPANY INTERESTS ANNEX D LIST OF LIMITED LIABILITY COMPANY PARTNERSHIP INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Percentage Owned of Pledge Agreement ----------- -------- ----- ---------------- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX E LIST OF PARTNERSHIP INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX F LIST OF CHIEF EXECUTIVE OFFICES [TO BE PROVIDED BY THE BORROWER] ANNEX G Annex F Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of _________ __, _____, among each of the undersigned pledgors (each a "Pledgor" and, and collectively, the "Pledgors"), First Union National BankDEUTSCHE BANK AG, NEW YORK BRANCH, not in its individual capacity but solely as Collateral Agent (the "Pledgee"), and __________, as the issuer of the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined below) (the "Issuer").
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Corporation Shares Shares No. Owned of Pledge Agreement ----------- ------ ------ --- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX C LIST OF NOTES Sub-clause of Section 3.2(a) of Amount Maturity Date Obligor Pledge Agreement ------ ------------- ------- ---------------- [TO BE PROVIDED BY THE BORROWER] ANNEX D LIST OF LIMITED LIABILITY COMPANY INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- ------------ ------------- ---------- ----------------------------- [ALL ANNEXES TO BE PROVIDED COMPLETED BY THE BORROWER] ANNEX E Annex C LIST OF PARTNERSHIP INTERESTS Name of Type of Percentage Sub-clause of Section 3.2(a) Partnership Interest Owned of Pledge Agreement ----------- -------- ----- ------------------- [TO BE PROVIDED BY THE BORROWER] ANNEX F NOTES Annex D LIST OF CHIEF EXECUTIVE OFFICES [TO BE PROVIDED BY THE BORROWER] ANNEX EXHIBIT G Form ================================================================================ SECURITY AGREEMENT among USOL HOLDINGS, INC., USOL, INC., VARIOUS SUBSIDIARIES and PARIBAS, as Collateral Agent Dated as of Agreement Regarding Uncertificated SecuritiesDecember __, Limited Liability Company Interests and Partnership Interests 1999 ================================================================================ SECURITY AGREEMENT SECURITY AGREEMENT, dated as of December __, 1999 (as amended, modified or supplemented from time to time, this "Agreement"), dated as of ______, ____, among each of the undersigned pledgors (each a an "PledgorAssignor" and, and collectively, the "PledgorsAssignors")) and PARIBAS, First Union National Bank, not in its individual capacity but solely as Collateral Agent (the "PledgeeCollateral Agent"), and __________, as for the issuer benefit of (x) the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests Banks (each as defined below) and the Agents (as defined below) under, and any other lender from time to time party to the Credit Agreement hereinafter referred to (such Banks, the Agents and the other lenders, if any, are hereinafter called the "IssuerBank Creditors") and (y) if Paribas in its individual capacity, any Bank or a syndicate of financial institutions organized by Paribas or any such Bank or an affiliate of Paribas or such Bank enter into one or more (i) interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements), (ii) foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values and/or (iii) other types of hedging agreements from time to time (collectively, the "Interest Rate Protection or Other Hedging Agreements"), with, or guaranteed by, the Borrower (as defined below) and/or Holdings (as defined below), Paribas, any such Bank, any such syndicate of financial institutions or any such affiliate of Paribas or any Bank (even if Paribas or the respective Bank ceases to be a Bank under the Credit Agreement for any reason) and any such institution that participates in such Interest Rate Protection or Other Hedging Agreements and their subsequent assigns (collectively, the "Other Creditors" and, together with the Bank Creditors, are herein called the "Secured Creditors"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement shall be used herein as therein defined.
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