Common use of Guarantors and Security Clause in Contracts

Guarantors and Security. (a) The Parent shall ensure that (taking into account paragraph (e) below) any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than (a) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned Subsidiary) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) The Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. of (as appropriate) (1) consolidated EBITDA and (2) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent. (c) Within 110 days after the last day of each of its financial years (commencing with its financial year ended 31 December 2003) the Parent shall deliver to the Agent: (i) a certificate addressed to the Agent signed by two directors or equivalent officers of the Parent confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or (ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior to the delivery of such documents, would result in the Parent being in compliance with such paragraph (b) in respect of such financial year. (d) For these purposes, the calculation of Guarantor EBITDA and gross assets shall be made in accordance with U.S. GAAP and in relation to any Guarantor shall be made on an unconsolidated basis and Guarantor EBITDA shall be calculated on the same basis as EBITDA in Clause 21.1 (Financial definitions) but adjusted so that it is on an unconsolidated basis applicable to the relevant Guarantor only. Table of Contents (e) The Parent shall not be required to meet any of the requirements of paragraphs (a), (b) or (c) above or (f) or (g) below to the extent that it satisfies the Agent (acting reasonably) that it (or a relevant Subsidiary which would otherwise meet such requirements) cannot meet such requirements: (i) by reason of legal or regulatory impediment which are beyond its or any member of the Group’s control (acting reasonably) (including, but not limited to, prohibitions relating to financial assistance or lack of corporate benefit); or (ii) without becoming liable to pay taxes, duties or other amounts which are disproportionate to the value or practical benefit of the Security or guarantee; or (iii) because directors of the relevant Subsidiary would be subject to (a) a material risk of civil liability or (b) a reasonably possible risk of any criminal liability based on the advice of its legal counsel if such Subsidiary was to provide a guarantee and/or Security for the Facilities; or (iv) in the case of any Non Wholly-Owned Subsidiary, by reason of any applicable restriction contained in any relevant constitutional document, shareholders’ agreement, joint venture agreement or similar agreement. The Parent shall use reasonable endeavours to ensure that relevant members of the Group do all that is necessary (including, without limitation, following the procedures set out in sections 155-158 of the Companies Xxx 0000 or equivalent whitewash procedures) in order to ensure that such relevant members of the Group can become Additional Guarantors. (f) The Parent shall ensure that (taking into account paragraph (e) above and paragraphs (g) and (h) below) at all times prior to the Security Release Date Guarantors required to meet the requirements of paragraph (b) above have each provided Transaction Security in accordance with the provisions of this Agreement and that all such Transaction Security remains, subject to the provisions of the Finance Documents, in place until released on the Security Release Date or otherwise in accordance with the terms of the Finance Documents. (g) If required by the Agent (and to the extent permitted under applicable law), each entity which is to become an Additional Obligor prior to the Security Release Date shall enter into Security Documents(s) in favour of the Security Agent for the benefit of the Finance Parties (or, if applicable, directly in favour of the Finance Parties) over all its assets, business and undertaking as Security for all indebtedness under the Finance Documents, such Security to provide (to the extent permissible and practicable under applicable law) equivalent security over such assets, business and undertaking (together “Relevant Assets”) as granted to the Security Agent (or, as applicable, the Finance Parties) by Group Companies with similar Relevant Assets incorporated in the same jurisdiction as such Additional Obligor and, if such Additional Obligor is incorporated in a jurisdiction in which no other Group Company incorporated in that jurisdiction with similar Relevant Assets has granted Security provided that no Additional Obligor shall be required to grant Security over any interest held by it in Octel Starreon LLC for so long as Octel Starreon LLC is a Non Wholly-Owned Subsidiary. The Security Documents shall be in such form and substance as (following consultation with the Obligors’ Agent) may be reasonably required by the Agent (having due regard to the practicality and costs involved in taking any such Security). (h) Notwithstanding the provisions of paragraph (g) above, if a proposed Additional Obligor is required to become an Additional Guarantor prior to the Security Release Date as a result of the provisions of paragraph (a) above and without such Additional Obligor providing Transaction Security other Guarantors which together satisfy the requirements of paragraph (b) above have all provided Transaction Security in accordance with the provisions of this Agreement (which Transaction Security continues to remain in place) then such proposed Additional Obligor shall not be required to give any Transaction Security. (i) As soon as reasonably practicable following the receipt by the Security Agent of a request from the Parent after the Security Release Date, the Security Agent and each other Finance Party to whom an Table of Contents Obligor has granted Transaction Security (the “Security Beneficiaries”) shall release without recourse or warranty the Charged Property held by the Obligors from the Transaction Security and shall execute any assignments, transfers, releases or other documents and make all filings that are necessary to release the Charged Property from the Transaction Security. The Security Agent shall at the request of the Obligors’ Agent issue certificates of non crystallization of any floating charges granted pursuant to the Security Documents. (j) From and including the Security Release Date, no entity that becomes an Additional Obligor pursuant to the provisions of paragraph (a) above shall be required to grant Security over any of its assets, business or undertaking for the Secured Obligations. (k) With effect from the Security Release Date, the following provisions of this Agreement shall cease to apply and shall be of no further force and effect: paragraph (b)(B) of the definition of “Material Adverse Effect”, Clause 13.5 (Stamp Taxes) to the extent it relates to Transaction Security, Clause 17.3 (Enforcement Costs) to the extent it relates to Charged Property, the proviso to paragraph (b)(iv) of Clause 22.4 (Disposals), paragraph (c) of Clause 22.4 (Disposals), paragraph (a)(iii) of Clause 22.5 (Merger), the requirement to name the Security Agent in the Material Insurances pursuant to paragraph (a)(iii) of Clause 22.7 (Insurance), paragraphs (a)(iii)(A) and (B) of Clause 22.7 (Insurance) and the requirement to confirm compliance therewith pursuant to paragraph (b)(i) of Clause 22.7 (Insurance), paragraph (a)(ii) of Clause 22.9 (Hedging Arrangements), paragraph (b)(iii)(a) of Clause 22.11 (Arm’s Length Transactions), paragraphs (f), (g) and (h) of Clause 22.24 (Guarantors and Security), Clause 22.34 (Security), paragraph (c) of Clause 23.10 (Unlawfulness and Invalidity), Clause 26.5 (Certain Security held on Trust), paragraph (h) of Clause 26.8 (Majority Lenders’ Instructions), Clause 26.17 (Insurance by Security Agent), Clause 26.18 (Manner of Enforcement of Security), Clause 26.19 (Winding-up of Trust and Perpetuity Period), Clause 26.20 (Other Provisions Relating to Security Agent), Clause 29.12 (Permitted Deductions by Security Agent), Clause 35.3 (Amendments to Security Documents), Clause 35.4 (Exceptions Relating to Security) and Clause 35.5 (Releases by Security Agent).

Guarantors and Security. (a) The Parent shall ensure that (taking into account paragraph (e) below) any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than (a) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned SubsidiaryGmbH) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 26.4 (Additional Guarantors). (b) The Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. of (as appropriate)by (1) consolidated EBITDA and (2) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 21.1 (Financial Statements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent. (c) Within 110 days after the last day of each of its financial years (commencing with its financial year ended 31 December 20032005) the Parent shall deliver to the Agent: (i) a certificate addressed to the Agent signed by two directors or equivalent officers of the Parent confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or (ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior to the delivery of such documents, would result in the Parent being in compliance with such paragraph (b) in respect of such financial year. (d) For these purposes, the calculation of Guarantor EBITDA and gross assets shall be made in accordance with U.S. GAAP and in relation to any Guarantor shall be made on an unconsolidated basis and Guarantor EBITDA shall be calculated on the same basis as EBITDA in Clause 21.1 22.1 (Financial definitions) but adjusted so that it is on an unconsolidated basis applicable to the relevant Guarantor only. Table of Contents. (e) The Parent shall not be required to meet any of the requirements of paragraphs (a), (b) or (c) above or (f) or (g) below to the extent that it satisfies the Agent (acting reasonably) that it (or a relevant Subsidiary which would otherwise meet such requirements) cannot meet such requirements: (i) by reason of legal or regulatory impediment which are beyond its or any member of the Group’s control (acting reasonably) (including, but not limited to, prohibitions relating to financial assistance or lack of corporate benefit); or (ii) without becoming liable to pay taxes, duties or other amounts which are disproportionate to the value or practical benefit of the Security or guarantee; or (iii) because directors of the relevant Subsidiary would be subject to (a) a material risk of civil liability or (b) a reasonably possible risk of any criminal liability based on the advice of its legal counsel if such Subsidiary was to provide a guarantee and/or Security for the Facilities; or (iv) in the case of any Non Wholly-Owned Subsidiary, by reason of any applicable restriction contained in any relevant constitutional document, shareholders’ agreement, joint venture agreement or similar agreement. The Parent shall use reasonable endeavours to ensure that relevant members of the Group do all that is necessary (including, without limitation, following the procedures set out in sections 155-158 of the Companies Xxx 0000 or equivalent whitewash procedures) in order to ensure that such relevant members of the Group can become Additional Guarantors. (f) The Parent shall ensure that (taking into account paragraph (e) above and paragraphs (g) and (h) below) at all times prior to the Security Release Date Guarantors required to meet the requirements of paragraph (b) above have each provided Transaction Security in accordance with the provisions of this Agreement and that all such Transaction Security remains, subject to the provisions of the Finance Documents, in place until released on the Security Release Date or otherwise in accordance with the terms of the Finance Documents. (g) If required by the Agent (and to the extent permitted under applicable law), each entity which is to become an Additional Obligor prior to the Security Release Date shall enter into Security Documents(s) in favour of the Security Agent for the benefit of the Finance Parties (or, if applicable, directly in favour of the Finance Parties) over all its assets, business and undertaking as Security for all indebtedness under the Finance Documents, such Security to provide (to the extent permissible and practicable under applicable law) equivalent security over such assets, business and undertaking (together “Relevant Assets”) as granted to the Security Agent (or, as applicable, the Finance Parties) by Group Companies with similar Relevant Assets incorporated in the same jurisdiction as such Additional Obligor and, if such Additional Obligor is incorporated in a jurisdiction in which no other Group Company incorporated in that jurisdiction with similar Relevant Assets has granted Security provided that no Additional Obligor shall be required to grant Security over any interest held by it in Octel Starreon LLC for so long as Octel Starreon LLC is a Non Wholly-Owned SubsidiarySecurity. The Security Documents shall be in such form and substance as (following consultation with the Obligors’ Agent) may be reasonably required by the Agent (having due regard to the practicality and costs involved in taking any such Security). (h) Notwithstanding the provisions of paragraph (g) above, if a proposed Additional Obligor is required to become an Additional Guarantor prior to the Security Release Date as a result of the provisions of paragraph (a) above and without such Additional Obligor providing Transaction Security other Guarantors which together satisfy the requirements of paragraph (b) above have all provided Transaction Security in accordance with the provisions of this Agreement (which Transaction Security continues to remain in place) then such proposed Additional Obligor shall not be required to give any Transaction Security. (i) As soon as reasonably practicable following the receipt by the Security Agent of a request from the Parent after the Security Release Date, the Security Agent and each other Finance Party to whom an Table of Contents Obligor has granted Transaction Security (the “Security Beneficiaries”) shall release without recourse or warranty the Charged Property held by the Obligors from the Transaction Security and shall execute any assignments, transfers, releases or other documents and make all filings that are necessary to release the Charged Property from the Transaction Security. The Security Agent shall at the request of the Obligors’ Agent issue certificates of non crystallization of any floating charges granted pursuant to the Security Documents. (j) From and including the Security Release Date, no entity that becomes an Additional Obligor pursuant to the provisions of paragraph (a) above shall be required to grant Security over any of its assets, business or undertaking for the Secured Obligations. (k) With effect from the Security Release Date, the following provisions of this Agreement shall cease to apply and shall be of no further force and effect: paragraph (b)(B) of the definition of “Material Adverse Effect”, Clause 13.5 14.5 (Stamp Taxes) to the extent it relates to Transaction Security, Clause 17.3 18.3 (Enforcement Costs) to the extent it relates to Charged Property, the proviso to paragraph (b)(iv) of Clause 22.4 23.4 (Disposals), paragraph (c) of Clause 22.4 23.4 (Disposals), paragraph (a)(iii) of Clause 22.5 23.5 (Merger), the requirement to name the Security Agent in the Material Insurances pursuant to paragraph (a)(iii) of Clause 22.7 23.7 (Insurance), paragraphs (a)(iii)(A) and (B) of Clause 22.7 23.7 (Insurance) and the requirement to confirm compliance therewith pursuant to paragraph (b)(i) of Clause 22.7 23.7 (Insurance), paragraph (a)(ii) of Clause 22.9 23.9 (Hedging Arrangements), paragraph (b)(iii)(a) of Clause 22.11 23.11 (Arm’s Length Transactions), paragraphs (f), (g) and (h) of Clause 22.24 23.24 (Guarantors and Security), Clause 22.34 23.34 (Security), paragraph (c) of Clause 23.10 24.10 (Unlawfulness and Invalidity), Clause 26.5 27.5 (Certain Security held on Trust), paragraph (h) of Clause 26.8 27.8 (Majority Lenders’ Instructions), Clause 26.17 27.17 (Insurance by Security Agent), Clause 26.18 27.18 (Manner of Enforcement of Security), Clause 26.19 27.19 (Winding-up of Trust and Perpetuity Period), Clause 26.20 27.20 (Other Provisions Relating to Security Agent), Clause 29.12 30.12 (Permitted Deductions by Security Agent), Clause 35.3 36.3 (Amendments to Security Documents), Clause 35.4 36.4 (Exceptions Relating to Security) and Clause 35.5 36.5 (Releases by Security Agent).

Guarantors and Security. (a) The Parent shall ensure that (taking into account paragraph (e) below) ), any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than Novoktan GmbH and subject to paragraph (aj) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned Subsidiarybelow, Innospec Deutschland GmbH) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) The Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statementsstatements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. 65% of (as appropriate) ) (1A) consolidated EBITDA and (2B) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 (Financial Statementsstatements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent. (c) Within 110 120 days after the last day of each of its financial years (commencing with its financial year ended 31 December 2003) the Parent shall deliver to the Agent: (i) a certificate addressed to the Agent signed by two directors or equivalent officers the Chief Financial Officer and one member of the Parent Management confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or (ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II 2 of Schedule 2 (Conditions Precedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior to the delivery of such documents, would result in the Parent being in compliance with such paragraph (b) in respect of such financial year. (d) For these purposes, the calculation of Guarantor EBITDA and gross assets shall be made in accordance with U.S. GAAP and in relation to any Guarantor shall be made on an unconsolidated basis and Guarantor EBITDA shall be calculated on the same basis as EBITDA in Clause 21.1 (Financial definitions) but adjusted so that it is on an unconsolidated basis applicable to the relevant Guarantor only. Table of Contents. (e) The Parent shall not be required to meet any of the requirements of paragraphs (a), (b) ), or (c) above or (f) or (g) below to the extent that it satisfies the Agent (acting reasonably) that it (or a relevant Subsidiary which would otherwise meet such requirements) cannot meet such requirements: (i) by reason of legal or regulatory impediment which are beyond its or any member of the Group’s control (acting reasonably) (including, but not limited to, prohibitions relating to financial assistance or lack of corporate benefit); or (ii) without becoming liable to pay taxes, duties or other amounts which which, in the opinion of the Agent (on Majority Lenders’ instructions, acting reasonably), are disproportionate to the value or practical benefit of the Security or guarantee; or (iii) because directors of the relevant Subsidiary would be subject to (aA) a material risk of civil liability or (bB) a reasonably possible risk of any criminal liability based on the advice of its legal counsel if such Subsidiary was to provide a guarantee and/or Security for the Facilities; or (iv) in the case of any Non Wholly-Wholly Owned Subsidiary, by reason of any applicable restriction contained in any relevant constitutional document, shareholders’ agreement, joint venture agreement or similar agreement. The Parent shall use reasonable endeavours to ensure that relevant members of the Group do all that is necessary (including, without limitation, following the procedures set out in sections 155-158 of the Companies Xxx 0000 or equivalent whitewash procedures) in order to ensure that such relevant members of the Group can become Additional Guarantors. (f) The Parent shall ensure that (taking into account paragraph (e) above above) and paragraphs (g) and (h) below) at all times prior to the Security Release Date Guarantors required to meet the requirements of paragraph (b) above have each provided Transaction Security in accordance with the provisions of this Agreement and that all such Transaction Security remains, subject to the provisions of the Finance Documents, in place until released on the Security Release Date or otherwise in accordance with the terms of the Finance Documentsplace. (g) If required by the Agent (and to the extent permitted under applicable law), each entity which is to become an Additional Obligor prior to the Security Release Date shall enter into Security Documents(s) in favour of the Security Agent for the benefit of the Finance Parties (or, if applicable, directly in favour of the Finance Parties) over all its assets, business and undertaking as Security for all indebtedness under the Finance Documents, such Security to provide (to the extent permissible and practicable under applicable law) equivalent security over such assets, business and undertaking (together “Relevant Assets”) as granted to the Security Agent (or, as applicable, the Finance Parties) by Group Companies with similar Relevant Assets incorporated in the same jurisdiction as such Additional Obligor and, if such Additional Obligor is incorporated in a jurisdiction in which no other Group Company incorporated in that jurisdiction with similar Relevant Assets has granted Security provided that no Additional Obligor shall be required to grant Security over any interest held by it in Octel Starreon LLC for so long as Octel Starreon LLC is a Non Wholly-Owned SubsidiarySecurity. The Security Documents shall be in such form and substance as (following consultation with the Obligors’ Agent) may be reasonably required by the Agent (having due regard to the practicality and costs involved in taking any such Security). (h) Notwithstanding the provisions of paragraph (g) above, if a proposed Additional Obligor is required to become an Additional Guarantor prior to the Security Release Date as a result of the provisions of paragraph (a) above and without such Additional Obligor providing Transaction Security other Guarantors which together satisfy the requirements of paragraph (b) above have all provided Transaction Security in accordance with the provisions of this Agreement (which Transaction Security continues to remain in place) then such proposed Additional Obligor shall not be required to give any Transaction Security. (i) As soon as reasonably practicable following No member of the receipt by Group that is not a U.S. Obligor shall, notwithstanding any provision to the Security Agent of contrary in any Finance Document, be required to give a request from the Parent after the Security Release Date, the Security Agent and each other Finance Party to whom an Table of Contents Obligor has granted guarantee or create any Transaction Security (the “Security Beneficiaries”) shall release without recourse or warranty the Charged Property held by the Obligors from the Transaction Security and shall execute any assignments, transfers, releases or other documents and make all filings that are necessary to release the Charged Property from the Transaction Security. The Security Agent shall at the request in respect of the Obligors’ Agent issue certificates of non crystallization obligations of any floating charges granted U.S. Borrower or U.S. Bilateral Borrower that would result in any “deemed dividend” to any U.S. Obligor or U.S. Bilateral Borrower pursuant to the Security DocumentsInternal Revenue Code and the regulations promulgated and the judicial and administrative decisions rendered under it. (j) From If at any time: (i) the gross assets of Innospec Deutschland GmbH account for more than seven and including a half per cent. of the Security Release Dateconsolidated gross assets of the Group; or (ii) the EBITDA of Innospec Deutschland GmbH (Innospec Deutschland EBITDA) accounts for more than seven and a half per cent. of the EBITDA of the Group, no entity that becomes an Additional Obligor pursuant to (and for this purpose the provisions calculation of paragraph (a) above Innospec Deutschland EBITDA and gross assets, shall be required calculated in accordance with subparagraphs (b)(i) to grant Security over any of its assets, business or undertaking for the Secured Obligations. (k) With effect from the Security Release Date, the following provisions of this Agreement shall cease to apply and shall be of no further force and effect: paragraph (b)(Biv) of the definition of “Material Adverse Effect”Group Company, save for references to Subsidiary EBITDA shall be construed as references to Innospec Deutschland EBITDA and references to Subsidiary shall be construed as references to Innospec Deutschland GmbH and its Subsidiaries) then the Parent shall ensure, as soon as reasonably practicable but in any event within three Months after Innospec Deutschland GmbH first satisfying either of the tests specified in subparagraphs (i) or (ii) above, Innospec Deutschland GmbH accedes to this Agreement as an Additional Guarantor in accordance with Clause 13.5 25.4 (Stamp Taxes) to the extent it relates to Transaction Security, Clause 17.3 (Enforcement Costs) to the extent it relates to Charged Property, the proviso to paragraph (b)(iv) of Clause 22.4 (Disposals), paragraph (c) of Clause 22.4 (Disposals), paragraph (a)(iii) of Clause 22.5 (Merger), the requirement to name the Security Agent in the Material Insurances pursuant to paragraph (a)(iii) of Clause 22.7 (Insurance), paragraphs (a)(iii)(A) and (B) of Clause 22.7 (Insurance) and the requirement to confirm compliance therewith pursuant to paragraph (b)(i) of Clause 22.7 (Insurance), paragraph (a)(ii) of Clause 22.9 (Hedging Arrangements), paragraph (b)(iii)(a) of Clause 22.11 (Arm’s Length Transactions), paragraphs (f), (g) and (h) of Clause 22.24 (Guarantors and Security), Clause 22.34 (Security), paragraph (c) of Clause 23.10 (Unlawfulness and Invalidity), Clause 26.5 (Certain Security held on Trust), paragraph (h) of Clause 26.8 (Majority Lenders’ Instructions), Clause 26.17 (Insurance by Security Agent), Clause 26.18 (Manner of Enforcement of Security), Clause 26.19 (Winding-up of Trust and Perpetuity Period), Clause 26.20 (Other Provisions Relating to Security Agent), Clause 29.12 (Permitted Deductions by Security Agent), Clause 35.3 (Amendments to Security Documents), Clause 35.4 (Exceptions Relating to Security) and Clause 35.5 (Releases by Security AgentAdditional Guarantors).

Guarantors and Security. (a) The Parent shall ensure that (taking into account paragraph (e) below) any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than Novoktan GmbH and subject to paragraph (am) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned Subsidiarybelow, Innospec Deutschland GmbH) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) The Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. of (as appropriate) (1) consolidated EBITDA and (2) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent. (c) Within 110 120 days after the last day of each of its financial years (commencing with its financial year ended 31 December 20032008) the Parent shall deliver to the Agent: (i) a certificate addressed to the Agent signed by two directors or equivalent officers of the Parent confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or (ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior to the delivery of such documents, would result in the Parent being in compliance with such paragraph (b) in respect of such financial year. (d) For these purposes, the calculation of Guarantor EBITDA and gross assets shall be made in accordance with U.S. GAAP and in relation to any Guarantor shall be made on an unconsolidated basis and Guarantor EBITDA shall be calculated on the same basis as EBITDA in Clause 21.1 (Financial definitions) but adjusted so that it is on an unconsolidated basis applicable to the relevant Guarantor only. Table of Contents. (e) The Parent shall not be required to meet any of the requirements of paragraphs (a), (b) or (c) above or (f) or (g) below to the extent that it satisfies the Agent (acting reasonably) that it (or a relevant Subsidiary which would otherwise meet such requirements) cannot meet such requirements: (i) by reason of legal or regulatory impediment which are beyond its or any member of the Group’s control (acting reasonably) (including, but not limited to, prohibitions relating to financial assistance or lack of corporate benefit); or (ii) without becoming liable to pay taxes, duties or other amounts which which, in the opinion of the Agent (on Majority Lenders’ instructions, acting reasonably), are disproportionate to the value or practical benefit of the Security or guarantee; or (iii) because directors of the relevant Subsidiary would be subject to (a) a material risk of civil liability or (b) a reasonably possible risk of any criminal liability based on the advice of its legal counsel if such Subsidiary was to provide a guarantee and/or Security for the Facilities; or (iv) in the case of any Non Wholly-Owned Subsidiary, by reason of any applicable restriction contained in any relevant constitutional document, shareholders’ agreement, joint venture agreement or similar agreement. The Parent shall use reasonable endeavours to ensure that relevant members of the Group do all that is necessary (including, without limitation, following the procedures set out in sections 155-158 of the Companies Xxx 0000 or equivalent whitewash procedures) in order to ensure that such relevant members of the Group can become Additional Guarantors. (f) The Parent shall ensure that (taking into account paragraph (e) above and paragraphs (g) and (h) below) at all times prior to the Security Release Date Guarantors required to meet the requirements of paragraph (b) above have each provided Transaction Security in accordance with the provisions of this Agreement and that all such Transaction Security remains, subject to the provisions of the Finance Documents, in place until released on the Security Release Date or otherwise in accordance with the terms of the Finance Documents. (g) If required by the Agent (and to the extent permitted under applicable law), each entity which is to become an Additional Obligor prior to the Security Release Date shall enter into Security Documents(s) in favour of the Security Agent for the benefit of the Finance Parties (or, if applicable, directly in favour of the Finance Parties) over all its assets, business and undertaking as Security for all indebtedness under the Finance Documents, such Security to provide (to the extent permissible and practicable under applicable law) equivalent security over such assets, business and undertaking (together “Relevant Assets”) as granted to the Security Agent (or, as applicable, the Finance Parties) by Group Companies with similar Relevant Assets incorporated in the same jurisdiction as such Additional Obligor and, if such Additional Obligor is incorporated in a jurisdiction in which no other Group Company incorporated in that jurisdiction with similar Relevant Assets has granted Security provided that no Additional Obligor shall be required to grant Security over any interest held by it in Octel Starreon LLC for so long as Octel Starreon LLC is a Non Wholly-Owned SubsidiarySecurity. The Security Documents shall be in such form and substance as (following consultation with the Obligors’ Agent) may be reasonably required by the Agent (having due regard to the practicality and costs involved in taking any such Security). (h) Notwithstanding the provisions of paragraph (g) above, if a proposed Additional Obligor is required to become an Additional Guarantor prior to the Security Release Date as a result of the provisions of paragraph (a) above and without such Additional Obligor providing Transaction Security other Guarantors which together satisfy the requirements of paragraph (b) above have all provided Transaction Security in accordance with the provisions of this Agreement (which Transaction Security continues to remain in place) then such proposed Additional Obligor shall not be required to give any Transaction Security. (i) As soon as reasonably practicable following the receipt by the Security Agent of a request from the Parent after the Security Release Date, the Security Agent and each other Finance Party to whom an Table of Contents Obligor has granted Transaction Security (the “Security Beneficiaries”) shall release without recourse or warranty the Charged Property held by the Obligors from the Transaction Security and shall execute any assignments, transfers, releases or other documents and make all filings that are necessary to release the Charged Property from the Transaction Security. The Security Agent shall at the request of the Obligors’ Agent issue certificates of non crystallization of any floating charges granted pursuant to the Security Documents. (j) From and including the Security Release Date, no entity that becomes an Additional Obligor pursuant to the provisions of paragraph (a) above shall be required to grant Security over any of its assets, business or undertaking for the Secured Obligations. (k) With effect from the Security Release Date, the following provisions of this Agreement shall cease to apply and shall be of no further force and effect: paragraph (b)(B) of the definition of “Material Adverse Effect”, Clause 13.5 (Stamp Taxes) to the extent it relates to Transaction Security, Clause 17.3 (Enforcement Costs) to the extent it relates to Charged Property, the proviso to paragraph (b)(iv) of Clause 22.4 (Disposals), paragraph (c) of Clause 22.4 (Disposals), paragraph (a)(iii) of Clause 22.5 (Merger), the requirement to name the Security Agent in the Material Insurances pursuant to paragraph (a)(iii) of Clause 22.7 (Insurance), paragraphs (a)(iii)(A) and (B) of Clause 22.7 (Insurance) and the requirement to confirm compliance therewith pursuant to paragraph (b)(i) of Clause 22.7 (Insurance), paragraph (a)(ii) of Clause 22.9 (Hedging Arrangements), paragraph (b)(iii)(a) of Clause 22.11 (Arm’s Length Transactions), paragraphs (f), (g) and (h) of Clause 22.24 22.23 (Guarantors and Security), Clause 22.34 22.33 (Security), paragraph (c) of Clause 23.10 (Unlawfulness and Invalidity), Clause 26.5 (Certain Security held on Trust), paragraph (h) of Clause 26.8 26.9 (Majority Lenders’ Instructions), Clause 26.17 26.20 (Insurance by Security Agent), Clause 26.18 26.21 (Manner of Enforcement of Security), Clause 26.19 26.22 (Winding-up of Trust and Perpetuity Period), Clause 26.20 26.23 (Other Provisions Relating to Security Agent), Clause 29.12 29.13 (Permitted Deductions by Security Agent), Clause 35.3 (Amendments to Security Documents), Clause 35.4 (Exceptions Relating to Security) and Clause 35.5 (Releases by Security Agent). (l) No member of the Group that is not a U.S. Obligor shall, notwithstanding any provision to the contrary in any Finance Document, be required to give a guarantee or create any Transaction Security in respect of the obligations of any U.S. Obligor or U.S. Bilateral Borrower that would result in any “deemed dividend” to any U.S. Obligor or U.S. Bilateral Borrower pursuant to the Internal Revenue Code and the regulations promulgated and the judicial and administrative decisions rendered under it. (m) If at any time: (i) the gross assets of Innospec Deutschland GmbH account for more than seven and a half per cent. of the consolidated gross assets of the Group; or (ii) the EBITDA of Innospec Deutschland GmbH (“Innospec Deutschland EBITDA”) accounts for more than seven and a half per cent. of the EBITDA of the Group, (and for this purpose the calculation of Innospec Deutschland EBITDA and gross assets, shall be calculated in accordance with paragraph (b)(i) to (iv) of the definition of Material Group Company, save for references to Subsidiary EBITDA shall be construed as references to Innospec Deutschland EBITDA and references to Subsidiary shall be construed as references to Innospec Deutschland GmbH and its Subsidiaries) then the Parent shall ensure, as soon as reasonably practicable but in any event within three Months after Innospec Deutschland GmbH first satisfying either of the tests specified in paragraphs (i) or (ii) above, Innospec Deutschland GmbH accedes to this Agreement as an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors).

Guarantors and Security. (a) The Subject to Clause 2.5(d)(iv)(B), the Parent shall ensure that (taking into account paragraph (e) below) ), any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than Novoktan GmbH and subject to paragraph (aj) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned Subsidiarybelow, Innospec Deutschland GmbH) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors). (b) The Subject to Clause 2.5(d)(iv)(B), the Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statementsstatements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. 65% of (as appropriate) ) (1A) consolidated EBITDA and (2B) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 (Financial Statementsstatements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent. (c) Within 110 120 days after the last day of each of its financial years (commencing with its financial year ended 31 December 2003) the Parent shall deliver to the Agent: (i) a certificate addressed to the Agent signed by two directors or equivalent officers the Chief Financial Officer and one member of the Parent Management confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or (ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II 2 of Schedule 2 (Conditions Precedentprecedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior to the delivery of such documents, would result in the Parent being in compliance with such paragraph (b) in respect of such financial year. (d) For these purposes, the calculation of Guarantor EBITDA and gross assets shall be made in accordance with U.S. GAAP and in relation to any Guarantor shall be made on an unconsolidated basis and Guarantor EBITDA shall be calculated on the same basis as EBITDA in Clause 21.1 (Financial definitions) but adjusted so that it is on an unconsolidated basis applicable to the relevant Guarantor only. Table of Contents. (e) The Parent shall not be required to meet any of the requirements of paragraphs (a), (b) ), or (c) above or (f) or (g) below to the extent that it satisfies the Agent (acting reasonably) that it (or a relevant Subsidiary which would otherwise meet such requirements) cannot meet such requirements: (i) by reason of legal or regulatory impediment which are beyond its or any member of the Group’s control (acting reasonably) (including, but not limited to, prohibitions relating to financial assistance or lack of corporate benefit); or (ii) without becoming liable to pay taxes, duties or other amounts which which, in the opinion of the Agent (on Majority Lenders’ instructions, acting reasonably), are disproportionate to the value or practical benefit of the Security or guarantee; or (iii) because directors of the relevant Subsidiary would be subject to (aA) a material risk of civil liability or (bB) a reasonably possible risk of any criminal liability based on the advice of its legal counsel if such Subsidiary was to provide a guarantee and/or Security for the Facilities; or (iv) in the case of any Non Wholly-Wholly Owned Subsidiary, by reason of any applicable restriction contained in any relevant constitutional document, shareholders’ agreement, joint venture agreement or similar agreement. The Parent shall use reasonable endeavours to ensure that relevant members of the Group do all that is necessary (including, without limitation, following the procedures set out in sections 155-158 of the Companies Xxx 0000 or equivalent whitewash procedures) in order to ensure that such relevant members of the Group can become Additional Guarantors. (f) The Parent shall ensure that (taking into account paragraph (e) above above) and paragraphs (g) and (h) below) at all times prior to the Security Release Date Guarantors required to meet the requirements of paragraph (b) above have each provided Transaction Security in accordance with the provisions of this Agreement and that all such Transaction Security remains, subject to the provisions of the Finance Documents, in place until released on the Security Release Date or otherwise in accordance with the terms of the Finance Documentsplace. (g) If required by the Agent (and to the extent permitted under applicable law), each entity which is to become an Additional Obligor prior to the Security Release Date shall enter into Security Documents(s) in favour of the Security Agent for the benefit of the Finance Parties (or, if applicable, directly in favour of the Finance Parties) over all its assets, business and undertaking as Security for all indebtedness under the Finance Documents, such Security to provide (to the extent permissible and practicable under applicable law) equivalent security over such assets, business and undertaking (together “Relevant Assets”) as granted to the Security Agent (or, as applicable, the Finance Parties) by Group Companies with similar Relevant Assets incorporated in the same jurisdiction as such Additional Obligor and, if such Additional Obligor is incorporated in a jurisdiction in which no other Group Company incorporated in that jurisdiction with similar Relevant Assets has granted Security provided that no Additional Obligor shall be required to grant Security over any interest held by it in Octel Starreon LLC for so long as Octel Starreon LLC is a Non Wholly-Owned SubsidiarySecurity. The Security Documents shall be in such form and substance as (following consultation with the Obligors’ Agent) may be reasonably required by the Agent (having due regard to the practicality and costs involved in taking any such Security). (h) Notwithstanding the provisions of paragraph (g) above, if a proposed Additional Obligor is required to become an Additional Guarantor prior to the Security Release Date as a result of the provisions of paragraph (a) above and without such Additional Obligor providing Transaction Security other Guarantors which together satisfy the requirements of paragraph (b) above have all provided Transaction Security in accordance with the provisions of this Agreement (which Transaction Security continues to remain in place) then such proposed Additional Obligor shall not be required to give any Transaction Security. (i) As soon as reasonably practicable following No member of the receipt by Group that is not a U.S. Obligor shall, notwithstanding any provision to the Security Agent of contrary in any Finance Document, be required to give a request from the Parent after the Security Release Date, the Security Agent and each other Finance Party to whom an Table of Contents Obligor has granted guarantee or create any Transaction Security (the “Security Beneficiaries”) shall release without recourse or warranty the Charged Property held by the Obligors from the Transaction Security and shall execute any assignments, transfers, releases or other documents and make all filings that are necessary to release the Charged Property from the Transaction Security. The Security Agent shall at the request in respect of the Obligors’ Agent issue certificates of non crystallization obligations of any floating charges granted U.S. Borrower or U.S. Bilateral Borrower that would result in any “deemed dividend” to any U.S. Obligor or U.S. Bilateral Borrower pursuant to the Security DocumentsInternal Revenue Code and the regulations promulgated and the judicial and administrative decisions rendered under it. (j) From If at any time: (i) the gross assets of Innospec Deutschland GmbH account for more than seven and including a half per cent. of the Security Release Dateconsolidated gross assets of the Group; or (ii) the EBITDA of Innospec Deutschland GmbH (Innospec Deutschland EBITDA) accounts for more than seven and a half per cent. of the EBITDA of the Group, no entity that becomes an Additional Obligor pursuant to (and for this purpose the provisions calculation of paragraph (a) above Innospec Deutschland EBITDA and gross assets, shall be required calculated in accordance with subparagraphs (b)(i) to grant Security over any of its assets, business or undertaking for the Secured Obligations. (k) With effect from the Security Release Date, the following provisions of this Agreement shall cease to apply and shall be of no further force and effect: paragraph (b)(BD) of the definition of “Material Adverse Effect”Group Company, save for references to Subsidiary EBITDA shall be construed as references to Innospec Deutschland EBITDA and references to Subsidiary shall be construed as references to Innospec Deutschland GmbH and its Subsidiaries) then the Parent shall ensure, as soon as reasonably practicable but in any event within three Months after Innospec Deutschland GmbH first satisfying either of the tests specified in subparagraphs (i) or (ii) above, Innospec Deutschland GmbH accedes to this Agreement as an Additional Guarantor in accordance with Clause 13.5 25.4 (Stamp Taxes) to the extent it relates to Transaction Security, Clause 17.3 (Enforcement Costs) to the extent it relates to Charged Property, the proviso to paragraph (b)(iv) of Clause 22.4 (Disposals), paragraph (c) of Clause 22.4 (Disposals), paragraph (a)(iii) of Clause 22.5 (Merger), the requirement to name the Security Agent in the Material Insurances pursuant to paragraph (a)(iii) of Clause 22.7 (Insurance), paragraphs (a)(iii)(A) and (B) of Clause 22.7 (Insurance) and the requirement to confirm compliance therewith pursuant to paragraph (b)(i) of Clause 22.7 (Insurance), paragraph (a)(ii) of Clause 22.9 (Hedging Arrangements), paragraph (b)(iii)(a) of Clause 22.11 (Arm’s Length Transactions), paragraphs (f), (g) and (h) of Clause 22.24 (Guarantors and Security), Clause 22.34 (Security), paragraph (c) of Clause 23.10 (Unlawfulness and Invalidity), Clause 26.5 (Certain Security held on Trust), paragraph (h) of Clause 26.8 (Majority Lenders’ Instructions), Clause 26.17 (Insurance by Security Agent), Clause 26.18 (Manner of Enforcement of Security), Clause 26.19 (Winding-up of Trust and Perpetuity Period), Clause 26.20 (Other Provisions Relating to Security Agent), Clause 29.12 (Permitted Deductions by Security Agent), Clause 35.3 (Amendments to Security Documents), Clause 35.4 (Exceptions Relating to Security) and Clause 35.5 (Releases by Security AgentAdditional Guarantors).