AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
Ex. 10.1
AMENDMENT
NO. 2 TO THE
Dated as of July 13, 2009
AMENDMENT NO. 2 TO THE CREDIT
AGREEMENT (this “Amendment”) among
Chemtura Corporation, a Delaware corporation (the “Borrower”), the
guarantors party thereto (the “Guarantors”), the
banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”) and
Citibank, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders.
PRELIMINARY
STATEMENTS:
(1) The
Borrower, the Guarantors, the Lenders and the Administrative Agent have entered
into the Senior Secured Superpriority Debtor-in-Possession Credit Agreement
dated as of March 18, 2009 (as heretofore amended or otherwise modified, the
“Credit
Agreement”). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit
Agreement.
(2) The
Borrower has requested that the Lenders amend certain provisions of the Credit
Agreement. The Lenders party hereto are, on the terms and conditions
stated below, willing to grant the request of the Borrower.
SECTION
1. Extension of Stated Maturity
Date. The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the applicable conditions precedent set forth in Section 3
of this Amendment, hereby amended as follows:
(a)
The following new provisos are hereby added prior to the “.” at the end of the
definition of “Applicable Margin” contained in Section 1.01 of the Credit
Agreement:
“; provided that upon
the initial Stated Maturity Date, if the Fifteen Month Extension Option shall
have become effective, the Applicable Margin for each Facility for each Type of
Advances shall be increased by 1% per annum; and provided further that upon
June 22, 2010, if the Eighteen Month Extension Option shall have become
effective, the Applicable Margin for each Facility for each Type of Advances
shall be further increased by another 1% per annum.”
(b)
The definition of “Letter of Credit Expiration Date” contained in Section 1.01
of the Credit Agreement is hereby amended in full to read as
follows:
“Letter of Credit Expiration
Date” means as of any date of determination, the day that is 5 Business
Days prior to the Stated Maturity Date then in effect; provided, however, that
(i) at such time as the Borrower shall have provided notice of its
intention to exercise the Fifteen Month Extension Option and each of the
conditions set forth in Sections 2.22(c), (d), (f), (g) and (h) shall be
satisfied on and as of a date selected by the Borrower within the 30 days
preceding the initial Stated Maturity Date as if each reference in such Sections
to the initial Stated Maturity Date were a reference to such selected date, the
Letter of Credit Expiration Date shall be extended without need for any further
action to the fifth Business Day prior to June 22, 2010 and (ii) at such time as
the Borrower shall have provided notice of its intention to exercise the
Eighteen Month Extension Option and each of the conditions set forth in Sections
2.23(c), (d), (e), (g), (h) and (i) shall be satisfied on and as of a date
selected by the Borrower within the 30 days preceding June 22, 2010 as if
each reference in such Sections to June 22, 2010 were a reference to such
selected date, the Letter of Credit Expiration Date shall be extended without
need for any further action to the fifth Business Day prior to
September 22, 2010.
(c)
The definition of “Stated Maturity Date” contained in Section 1.01 of the Credit
Agreement is hereby amended in full to read as follows:
“Stated Maturity Date”
means March 22, 2010; provided that upon
the effectiveness of the Fifteen Month Extension Option, the Stated Maturity
Date shall be extended to June 22, 2010; and provided further that upon the
effectiveness of the Eighteen Month Extension Option, the Stated Maturity Date
shall be extended to September 22, 2010. As of any date of
determination, Stated Maturity Date shall mean the Stated Maturity Date then in
effect (as it may have been extended as set forth in the preceding
sentence).
(d) The
following new definitions are hereby added to Section 1.01 of the Credit
Agreement in appropriate alphabetical order:
“Eighteen Month Extension
Option” has the meaning specified in Section 2.23.
“Fifteen Month Extension
Option” has the meaning specified in Section 2.22.
“Specified Foreign
Facilities” means the three credit facilities provided by Citibank or any
of its Affiliates to the Foreign Subsidiaries or operations of the Company
located in each of Brazil, India and the United Kingdom that are, in each case,
outstanding and in effect on June 24, 2009.
(e) Section
2.03 of the Credit Agreement is hereby amended by adding the following new
subsection (j) immediately following Section 2.03(i):
“(j) Failure of Extension of
Stated Maturity Date. Notwithstanding anything to the contrary
contained herein, in the event that the Letter of Credit Expiration Date shall
have been extended beyond the then effective Stated Maturity Date pursuant to
clause (i) or (ii) of the proviso to the definition of “Letter of Credit
Expiration Date” contained in Section 1.01, and an amount equal to 105% of the
aggregate Available Amount of all Letters of Credit then outstanding shall be on
deposit in the L/C Cash Collateral Account pursuant to Section 2.06(b)(iii), if
such Stated Maturity Date shall not be extended under Section 2.22 or 2.23, as
applicable, then each Non-rollup Revolving Credit Lender’s obligation to
reimburse the applicable Issuing Bank for amounts drawn under Non-rollup Letters
of Credit, as contemplated by any provision under this Section 2.03 or any Loan
Document, shall automatically cease on such Stated Maturity
Date.”
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(f) Section
2.06(b)(iii) is hereby amended by adding at the end thereof the
following:
“In
addition, if the Letter of Credit Expiration Date shall be extended pursuant to
clause (i) or (ii) of the proviso to the definition of “Letter of Credit
Expiration Date” contained in Section 1.01, the Borrower shall, no later than 5
Business Days prior to the then effective Stated Maturity Date, deposit with the
Administrative Agent in the L/C Cash Collateral Account an amount equal to 105%
of the aggregate Available Amount of all Letters of Credit then outstanding,
which amount shall be refunded to the Borrower on the date that the Stated
Maturity Date shall be extended under Section 2.22 or 2.23, as applicable, after
such extension of the Letter of Credit Expiration Date; provided, that, the
Borrower shall not be required to deposit such amount (or, as applicable, shall
be refunded any such amount so deposited) if on a date that occurs after the
Letter of Credit Expiration Date shall have been so extended prior to the then
effective Stated Maturity Date, all of the conditions set forth in Section 2.22
or 2.23, as applicable, shall have been satisfied (as if each reference in such
Sections to the initial Stated Maturity Date or June 22, 2010, as applicable,
were a reference to such date), including, without limitation the payment of
fees required under Section 2.22(b) or 2.23(b).”
(g) Section
2.21 of the Credit Agreement is hereby amended by adding the following new
subsection (j) immediately following Section 2.21(i):
“(j) Failure of Extension of
Stated Maturity Date. Notwithstanding anything to the contrary
contained herein, in the event that the Letter of Credit Expiration Date shall
have been extended beyond the then effective Stated Maturity Date pursuant to
clause (i) or (ii) of the proviso to the definition of “Letter of Credit
Expiration Date” contained in Section 1.01, and an amount equal to 105% of the
aggregate Available Amount of all Letters of Credit then outstanding shall be on
deposit in the L/C Cash Collateral Account pursuant to Section 2.06(b)(iii), if
such Stated Maturity Date shall not be extended under Section 2.22 or 2.23, as
applicable, then each Rollup Revolving Credit Lender’s obligation to reimburse
the applicable Issuing Bank for amounts drawn under Rollup Letters of Credit, as
contemplated by any provision under this Section 2.21 or any Loan Document,
shall automatically cease on such Stated Maturity Date.”
(h) The
following new Sections 2.22 and 2.23 are hereby added to Article II of the
Credit Agreement immediately following Section 2.21 thereof:
“Section
2.22. Fifteen Month Facility
Option. The Borrower may extend the Stated Maturity Date from
March 22, 2010 to June 22, 2010 (the “Fifteen Month Extension
Option”) subject to, and the Stated Maturity Date shall be so extended
without need for further action upon satisfaction of, the following conditions
precedent:
(a) the
Borrower shall provide written notice to the Administrative Agent at least
thirty (30) days, and not more than sixty (60) days, prior to March 22, 2010 of
its intention to exercise the Fifteen Month Extension Option;
3
(b) the
Borrower shall pay a fee to the Administrative Agent on or before the initial
Stated Maturity Date for the account of the Lenders equal to 1% of the
outstanding principal balance of the Term Advances plus the then aggregate
amount of Non-rollup Revolving Credit Commitments and Rollup Revolving Credit
Commitments;
(c) as
of the initial Stated Maturity Date, the representations and warranties
contained in each Loan Document shall be correct in all material respects
(provided that any representation and warranty that is qualified as to
“materiality”, “Material Adverse Effect” or similar language shall be true and
correct in all respects) on and as of such date, immediately before and
immediately after giving effect to such extension, as though made on and as of
such date, other than any such representations or warranties that, by their
terms, refer to a specific date other than the date of such extension, in which
case such representations or warranties were true and correct in all material
respects (provided that any representation and warranty that is qualified as to
“materiality”, “Material Adverse Effect” or similar language were true and
correct in all respects) as of such specific date;
(d) as
of the initial Stated Maturity Date, no material adverse change shall have
occurred (since the Final Term Advance Date) with respect to the business,
operations, financial condition, future prospects or expected funding capacity
or liquidity of the Borrower and its Subsidiaries, taken as a
whole;
(e) the
Loan Parties shall have filed with the Bankruptcy Court a Reorganization Plan
providing for the full repayment of the Advances in cash upon the consummation
thereof;
(f) as
of the initial Stated Maturity Date, the Availability shall not be less than
$30,000,000;
(g) the
Loan Parties shall have provided to the Administrative Agent certified copies of
resolutions of the boards of directors of the Loan Parties duly approving the
increase in the Applicable Margin as a result of the effectiveness of the
Fifteen Month Extension Option, in form and substance reasonably satisfactory to
the Administrative Agent;
(h) no
Default or Event of Default shall have occurred and be continuing as of the
initial Stated Maturity Date; and
(i) the
Borrower shall have provided to the Administrative Agent no later than September
30, 2009, a business plan prepared by management of the Borrower, in form
reasonably satisfactory to the Administrative Agent and in any event with
sufficient information and details to enable the Administrative Agent to
establish the minimum amount of Consolidated EBITDA of the Borrower and its
Subsidiaries under Section 5.04(a) for each of the respective twelve-month
periods ending as at the last day of March, 2010, April, 2010, May, 2010, June,
2010, July, 2010 and August, 2010, and the Borrower shall not have unreasonably
withheld or delayed consent with respect to an amendment of Section 5.04(a) made
pursuant to clause (iii) of the last proviso of Section 10.01.
The
Administrative Agent will notify the Borrower and the Lenders upon the
effectiveness of the Fifteen Month Extension Option (provided, that such notice
shall not be required in order for the Fifteen Month Extension Option to become
effective).
4
Section
2.23. Eighteen Month Extension
Option. The Borrower may extend the Stated Maturity Date from
June 22, 2010 to September 22, 2010 (the “Eighteen Month Extension
Option”) subject to, and the Stated Maturity Date shall be so extended
without need for further action upon satisfaction of, the following conditions
precedent:
(a) the
Borrower shall provide written notice to the Administrative Agent at least
thirty (30) days, and not more than sixty (60) days, prior to June 22, 2010 of
its intention to exercise the Eighteen Month Extension Option;
(b) the
Borrower shall pay a fee to the Administrative Agent on or before June 22, 2010
for the account of the Lenders equal to 1% of the outstanding principal balance
of the Term Advances plus the then aggregate amount of Non-rollup Revolving
Credit Commitments and Rollup Revolving Credit Commitments;
(c) as
of June 22, 2010, the representations and warranties contained in each Loan
Document shall be correct in all material respects (provided that any
representation and warranty that is qualified as to “materiality”, “Material
Adverse Effect” or similar language shall be true and correct in all respects)
on and as of such date, immediately before and immediately after giving effect
to such extension, as though made on and as of such date, other than any such
representations or warranties that, by their terms, refer to a specific date
other than the date of such extension, in which case such representations or
warranties were true and correct in all material respects (provided that any
representation and warranty that is qualified as to “materiality”, “Material
Adverse Effect” or similar language were true and correct in all respects) as of
such specific date;
(d) as
of June 22, 2010, no material adverse change shall have occurred (since the
Final Term Advance Date) with respect to the business, operations, financial
condition, future prospects or expected funding capacity or liquidity of the
Borrower and its Subsidiaries, taken as a whole;
(e) the
Required Lenders shall have approved the extension of the Stated Maturity Date
to September 22, 2010;
(f) the
Loan Parties shall have received approval by the Bankruptcy Court of (i) a
disclosure statement with respect to a Reorganization Plan providing for the
full repayment of the Advances in cash upon the consummation thereof and (ii)
the procedures with respect to the solicitation of votes with respect to such
Reorganization Plan
(g) as
of June 22, 2010, the Availability shall not be less than
$30,000,000;
(h) the
Loan Parties shall have provided to the Administrative Agent certified copies of
resolutions of the boards of directors of the Loan Parties duly approving the
increase in the Applicable Margin as a result of the effectiveness of the
Eighteen Month Extension Option, in form and substance reasonably satisfactory
to the Administrative Agent; and
(i) no
Default or Event of Default shall have occurred and be continuing as of June 22,
2010.
5
The
Administrative Agent will notify the Borrower and the Lenders upon the
effectiveness of the Eighteen Month Extension Option (provided, that such notice
shall not be required in order for the Eighteen Month Extension Option to become
effective).”
(i) Section
10.01 of the Credit Agreement is hereby amended by removing “and” immediately
preceding clause (ii) contained in the last proviso thereto and by adding
immediately prior to the “.” at the end of such proviso the following new
clauses (iii) and (iv):
“; (iii)
Section 5.04(a) may be amended with only the prior consents of the
Administrative Agent and the Borrower, which Borrower consent is not to be
unreasonably withheld or delayed, without the consent of any other Person, to
the extent necessary to establish the minimum amount of Consolidated EBITDA of
the Borrower and its Subsidiaries for each of the respective twelve-month
periods ending as at the last day of March, 2010, April, 2010, May, 2010, June,
2010, July, 2010 and August, 2010, so long as such minimum amount (x) shall be
no less than $205,000,000 for each such respective period and (y) is based on
(I) calculations and cushions consistent with those used in establishing such
minimum amount for the respective preceding periods as set forth in Section
5.04(a) in effect as of the Effective Date and (II) the information provided by
the Borrower pursuant to Section 2.22(i); and (iv) no amendment, waiver or
consent to permit the Loan Parties to incur Guarantee Obligations in respect of
any letter of credit or other support arrangement for any of the Specified
Foreign Facilities shall be effective, without the written consent of the
Lenders.”
SECTION
2. Other
Amendments to the Credit Agreement. The
Credit Agreement is, effective as of the date hereof (except that the amendments
in paragraphs (a), (p) and (q) below shall be effective retroactive to the
Effective Date) and subject to the satisfaction of the applicable conditions
precedent set forth in Section 3 of this Amendment, hereby amended as
follows:
(a) The
definition of “EBITDA” contained in Section 1.01 of the Credit Agreement is
hereby amended by inserting immediately prior to the “.” at the end of clause
(c)(ii) thereof, the following proviso: “; provided, however, that in any
event and for all periods, non-cash gains or losses on foreign currency
translation in connection with the re-measurement of balance sheet assets and
liabilities shall be excluded from the calculation of EBITDA”.
(b) Section
1.01 of the Credit Agreement is hereby further amended by inserting the
following new definition in the appropriate alphabetical position:
“issuance” means, with
respect to any Letter of Credit, the issuance, amendment, renewal or extension
of such Letter of Credit. “issue”, “issues” and “issued” have correlative
meanings.
(c) Section
2.03(a)(ii) of the Credit Agreement is hereby amended by replacing “No Issuing
Bank shall be under any obligation to issue any Non-rollup Letter of Credit if”
in the first two lines thereof with the following:
“No
Issuing Bank shall be under any obligation to issue any Non-rollup Letter of
Credit, and no Non-rollup Revolving Credit Lender shall be obligated to
participate in any Non-rollup Letter of Credit, if”
6
(d) Section
2.03(a)(ii)(B) of the Credit Agreement is hereby amended in full to read as
follows:
“(B) the
expiry date of such requested Non-rollup Letter of Credit would occur more than
twelve months after the Letter of Credit Expiration Date, unless all the
Non-rollup Revolving Credit Lenders have approved such expiry
date;”
(e) Section
2.21(a)(ii) of the Credit Agreement is hereby amended by replacing “No Issuing
Bank shall be under any obligation to issue any Rollup Letter of Credit if” in
the first two lines thereof with the following:
“No
Issuing Bank shall be under any obligation to issue any Rollup Letter of Credit,
and no Rollup Revolving Credit Lender shall be obligated to participate in any
Rollup Letter of Credit, if”
(f)
Section 2.21(a)(ii)(B) of the Credit Agreement is hereby amended in full to read
as follows:
“(B) the
expiry date of such requested Rollup Letter of Credit would occur more than
twelve months after the Letter of Credit Expiration Date, unless all the Rollup
Revolving Credit Lenders have approved such expiry date;”
(g) Section
5.01(e)(iv) of the Credit Agreement is hereby amended in full to read as
follows:
“(iv)
Permit third-party appraisals of Inventory; provided that such
third-party appraisals may be conducted (A) at any time upon the occurrence and
continuance of an Event of Default, (B) except as otherwise provided in clause
(A) above, no more than once per month at any time after the Final Term Advance
Date if the Availability shall have become and continue to be less than
$75,000,000 and (C) except as otherwise provided in clauses (A) and (B) above,
no more than twice per year (excluding the appraisals conducted prior to the
Final Term Advance Date).”
(h) Section
5.02(b)(x) of the Credit Agreement is hereby amended by deleting each reference
to the phrase “receivables factoring” and substituting therefor
“receivables-based financing (or other asset-based financing),
factoring”.
(i) Section
5.02(c)(iv) of the Credit Agreement is hereby amended by renumbering clause (B)
thereof as clause (C) and adding immediately prior to the “and” preceding such
clause (C), the following new clause (B):
“, (B) to
the extent constituting Guarantee Obligations, Letters of Credit issued to
support Foreign Subsidiaries so long as such Guarantee Obligations and all other
Investments in Foreign Subsidiaries under Section 5.02(g)(xii) do not exceed
$40,000,000 in the aggregate at any time outstanding.”
(j) Section
5.02(g)(xii) of the Credit Agreement is hereby amended in full to read as
follows:
7
“(xii)
Investments (which shall be in the form of intercompany loans, except for a
portion thereof not to exceed $10,000,000 in the aggregate at any time
outstanding) by any Loan Party to any Foreign Subsidiary not to exceed
$40,000,000 in the aggregate at any time outstanding;”
(k)
Section 5.02(h)(v) of the Credit Agreement is hereby amended in full to read as
follows:
“(v)
licenses and sub-licenses of intellectual property incurred in the ordinary
course of business or to customers on a non-exclusive basis for the purpose of
ensuring supply of product;”
(l)
Section 5.02(j) of the Credit Agreement is hereby amended by adding immediately
prior to clause (x) of the proviso thereto the following new clauses (v)
and (w):
“(v) the
Borrower may make any payment or prepayment or redemption or acquisition for
value or any cancellation or other retirement of Pre-Petition Debt or other
pre-Petition Date obligations of the Borrower or any Guarantor not to exceed in
the aggregate $100,000, (w) nothing in this Section 5.02(j) shall be construed
to prohibit the Borrower from paying antitrust fines and related obligations in
an aggregate amount not to exceed the amount of “Anti Trust Payments” set forth
in the DIP Budget delivered prior to June 24, 2009,”
(m) Section
5.02(k) of the Credit Agreement is hereby amended by adding immediately prior to
the “.” at the end thereof the following proviso:
“;
provided, that (I) such amount in clause (ii) shall be increased by
$24,000,000 for each extension of the Stated Maturity Date that has become
effective pursuant to Section 2.22 or 2.23, and (II) the excess, if
any, of the maximum amount for any fiscal quarter set forth in clause (i)
(as such maximum amount may be increased pursuant to this clause (II)) over
the actual amount of Capital Expenditures for such fiscal quarter shall be
applied to increase the maximum amount of Capital Expenditures permitted under
clause (i) for the immediately succeeding fiscal quarter”.
(n) Section
5.03(p)(ii) of the Credit Agreement is hereby amended in full to read as
follows:
“(ii)
after such initial Borrowing, (A) on or before Wednesday (or if such day is not
a Business Day, the immediately succeeding Business Day) of each calendar week,
which weekly Borrowing Base Certificate shall reflect the Eligible Receivables
updated as of the end of the immediately preceding Friday, (B) on or before
Wednesday (or if such day is not a Business Day, the immediately succeeding
Business Day) of each two-week period, which biweekly Borrowing Base Certificate
shall reflect the Inventory updated as of the end of the immediately preceding
Friday, and (C) on or before the 10th
Business Day of each calendar month, which monthly Borrowing Base Certificate
shall reflect the Eligible Receivables and Eligible Inventory updated as of the
end of the immediately preceding calendar month; provided that
notwithstanding anything herein to the contrary, the Borrower shall be permitted
to deliver an updated Borrowing Base Certificate on any Business Day, which
Borrowing Base Certificate shall reflect the Eligible Receivables and Eligible
Inventory updated as of the end of the immediately preceding Business Day,
certified by a Responsible Officer,”
8
(o) Section
5.04(c) of the Credit Agreement is hereby amended by adding at the end thereof
the following new sentence:
“For the
avoidance of doubt, the parties hereto acknowledge and confirm that the covenant
in this Section 5.04(c) measures, at the end of each applicable week,
cumulative variance for the period from the first day of the first calendar week
of the DIP Budget and ending with the last day of such applicable
week.”
(p) Schedule
IV (Initial Pledged Equity) of the Credit Agreement is hereby amended by
deleting references to the Pledged Equity of (i) Chemtura LLC and
(ii) Crompton Specialties Sdn. Bhd.
(q) Schedule
4.01(a) (Equity Investments; Subsidiaries) of the Credit Agreement is hereby
amended by deleting references to Crompton Specialties Sdn. Bhd. as a
Subsidiary.
SECTION
3. Conditions to
Effectiveness.
(a) Section
1 of this Amendment shall become effective as of the date first above written
when, and only when (i) the Administrative Agent shall have received, each dated
as of the date hereof and in form and substance reasonably satisfactory to the
Administrative Agent counterparts of this Amendment executed by the Borrower,
each Guarantor and the Lenders or, as to any such Lenders, advice satisfactory
to the Administrative Agent that such Lender has executed this Amendment and
(ii) the Borrower shall have paid to the Administrative Agent, for
the account of each Lender that has duly executed and delivered to the
Administrative Agent a counterpart of this Amendment, an amendment fee equal to
0.25% of the sum of (A) the aggregate principal amount of Term Advances held by
each such Lender plus (B) if such Lender is a Non-rollup Revolving Credit
Lender, such Lender’s Non-rollup Revolving Credit Commitment plus (C) if such
Lender is a Rollup Revolving Credit Lender, such Lender’s Rollup Revolving
Credit Commitment.
(b) This
Amendment (other than Section 1 hereof) shall become effective as of the
date first above written when, and only when (i) the Administrative Agent shall
have received, each dated as of the date hereof and in form and substance
reasonably satisfactory to the Administrative Agent counterparts of this
Amendment executed by the Borrower, each Guarantor and the Required Lenders or,
as to any such Lenders, advice satisfactory to the Administrative Agent that
such Lender has executed this Amendment and (ii) the Borrower shall have paid
the fees described in Section 3(a)(ii) above.
(c) This
Amendment is subject to the provisions of Section 10.01 of the Credit
Agreement.
SECTION
4. Reference to
and Effect on the Credit Agreement and the Loan Documents. (a) On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan 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 further amended by this
Amendment.
9
(b) The
Credit Agreement and the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document.
SECTION
5. Costs
and Expenses. The
Borrower agrees to pay on demand all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and
administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder in accordance with the terms
of Section 10.04 of the Credit Agreement.
SECTION
6. Execution in
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 shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.
SECTION
7. Governing
Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
[Remainder of Page Intentionally Left
Blank]
10
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.
| CHEMTURA CORPORATION | ||
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By:
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Name:
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Title:
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A
& M CLEANING PRODUCTS, LLC
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AQUA
CLEAR INDUSTRIES, LLC
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ASCK,
INC.
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||
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ASEPSIS,
INC.
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||
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BIOLAB
TEXTILE ADDITIVES, LLC
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BIO-LAB,
INC.
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CNK
CHEMICAL REALTY CORPORATION
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CROMPTON
COLORS INCORPORATED
|
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CROMPTON
HOLDING CORPORATION
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XXXXXXXX
XXXXXXXX, INC.
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GREAT
LAKES CHEMICAL CORPORATION
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||
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GREAT
LAKES CHEMICAL GLOBAL, INC.
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GT
SEED TREATMENT, INC.
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HOMECARE
LABS, INC.
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ISCI,
INC.
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||
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LAUREL
INDUSTRIES HOLDINGS, INC.
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||
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KEM
MANUFACTURING CORPORATION
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MONOCHEM,
INC.
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NAUGATUCK
TREATMENT COMPANY
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RECREATIONAL
WATER PRODUCTS, INC.
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UNIROYAL
CHEMICAL COMPANY LIMITED (DELAWARE)
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XXXXX
CITY ROAD LLC
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||
|
WRL
OF INDIANA,
INC.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
|
BIOLAB
COMPANY STORE, LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BIOLAB
FRANCHISE COMPANY, LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
GLCC
LAUREL, LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Accepted
and agreed:
CITIBANK,
N.A.,
as
Administrative Agent and as a Lender
|
By:
|
|
| Name: | |
| Title: | |
Accepted
and agreed:
____________________________,
as a
Lender
|
By:
|
|
| Name: | |
| Title: | |
