SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.47
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of March 18, 2010, is made by and among KMG CHEMICALS, INC., a Texas corporation,
KMG-BERNUTH, INC., a Delaware corporation, and KMG ELECTRONIC CHEMICALS, INC., a Texas corporation
(collectively, and as further defined in the Credit Agreement, the “Borrowers”), and
WACHOVIA BANK, N.A., a national banking association, as Agent and Collateral Agent as defined in
the Credit Agreement (hereinafter defined), those lenders executing this Amendment as Lenders, and
such other lenders (collectively, and as further defined in the Credit Agreement, the
“Lenders”) as may become a party to the Credit Agreement.
RECITALS:
A. Borrowers, Agent, Collateral Agent and Lenders have entered into that certain Amended and
Restated Credit Agreement dated as of December 31, 2007 (as heretofore amended, collectively, the
“Credit Agreement”).
B. Borrowers have requested that Agent, Collateral Agent and Lenders increase the amount of
the Revolving Loan (as defined in the Credit Agreement) and modify certain terms of the Credit
Agreement and Lenders have agreed to the same upon the terms and conditions set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions Above. As used herein, the terms “Amendment,”
“Borrowers,” “Credit Agreement” and “Lenders” shall have the meanings as
set forth above.
Section 1.02 Definitions in Agreement. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as set forth in the Credit
Agreement; without limiting the foregoing, the following terms are defined in the Credit Agreement:
“Agent,” “Collateral Agent,” “Credit Agreement Obligations,”
“Intercreditor Agreement,” “KMG-Bernuth,” “KMG ECI,” “Loan
Documents,” and “Revolving Loan”.
ARTICLE II
AMENDMENTS TO AGREEMENT
Section 2.01 Defined Terms. Section 1.2 of the Credit Agreement is hereby
amended as follows:
(a) The term “General Chemical” is added to read in full as follows:
“General Chemical” means General Chemical Performance Products LLC, a
Delaware limited liability company.
(b) The term “General Chemical Acquisition” is added to read in full as
follows:
“General Chemical Acquisition” means the acquisition described in the
General Chemical Acquisition Agreement for a purchase price in an amount not to
exceed $25,500,000.00, subject to adjustment for inventory and
proration as provided therein.
(c) The term “General Chemical Acquisition Agreement” is added to read in full
as follows:
“General Chemical Acquisition Agreement” means that certain Asset
Purchase Agreement dated February 25, 2010 by and between General Chemical and KMG
ECI.
(d) The term “Permitted Acquisitions” is amended by: (i) deleting the word
“and” at the end of clause (C), (ii) deleting the period (.) at the end of clause (D) and
inserting a semicolon (;) and the word “and”, and (iii) adding a new clause (E), to read in
full as follows: “(E) the General Chemical Acquisition.”
(e) The term “Revolving Loan Commitment” is amended to read in full as follows:
“Revolving Loan Commitment” means the lesser of (i) Fifty Million and
00/100 Dollars ($50,000,000.00) or (ii) the Borrowing Base.
(f) The term “Revolving Notes” is amended to read in full as follows:
“Revolving Notes” means (a) the following promissory notes, each
executed by the Borrowers: (i) Revolving Note dated March 18, 2010 in the face
amount of $30,000,000.00 payable to the order of Wachovia Bank, N.A., (ii) Revolving
Note dated March 18, 2010 in the face amount of $15,000,000.00 payable to the order
of Bank of America, N.A., (iii) Revolving Note dated December 31, 2007 in the face
amount of $2,500,000.00 payable to the order of The Prudential Life Insurance
Company of America, and (iv) Revolving Note dated December 31, 2007 in the face
amount of $2,500,000.00 payable to the order of Pruco Life Insurance Company; and
(b) any amendment to or modification of any such promissory note and any promissory
note given in extension or renewal of, or in substitution for, such promissory note.
Section 2.02 Lenders’ Credit Percentages. Exhibit D to the Credit Agreement
is hereby amended by substituting Exhibit D attached hereto for Exhibit D attached
to the Credit Agreement.
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Section 2.03 Real Property Locations. Schedule 9.14 to the Credit Agreement
is hereby amended by substituting Schedule 9.14 attached hereto for Schedule 9.14
attached to the Credit Agreement.
Section 2.04 Patents, Copyrights, Etc. Schedule 9.18 to the Credit Agreement
is hereby amended by substituting Schedule 9.18 attached hereto for Schedule 9.18
attached to the Credit Agreement.
Section 2.05 Financial Covenants. Section 10.3 of the Credit Agreement is
hereby amended by restating Subsection 10.3 (A)(2) to read in full as follows:
(3) A ratio of (i) Funded Debt to (ii) the sum of Funded Debt plus Equity
Owners’ Equity of not more than 50% from May 1, 2009 through the Revolving Loan
Maturity Date and the Term Loan Maturity Date.
Section 2.06 Change of Address. Subsections 14.1(B) and (C) are hereby
amended as follows:
Each reference to:
Wachovia Bank, N.A.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxx, Senior Vice President
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxx, Senior Vice President
shall be amended to read in full as follows:
Wachovia Bank, N.A.
c/o Wells Fargo Bank, N.A.
0000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxx, Vice President.
c/o Wells Fargo Bank, N.A.
0000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxx, Vice President.
ARTICLE III
CONDITIONS PRECEDENT
The effectiveness of this Agreement is conditioned upon the satisfaction of the following
further conditions which must be satisfied as of the date of this Amendment:
Section 3.01 Representations and Warranties True and Correct. The representations and
warranties contained herein and in all other Loan Documents, as amended hereby and by the other
documents given in connection with this Amendment, shall be true and correct as of the date hereof
except as previously disclosed to Lender.
Section 3.02 No Default. No Default or Event of Default shall exist.
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Section 3.03 Closing of the General Chemical Acquisition. The Closing (as defined in
the General Chemical Acquisition Agreement) shall have been completed in all respects, the Purchase
Price (as defined in the General Chemical Acquisition Agreement) shall have been paid, all
conditions to the Closing shall have been satisfied or waived, and the documents delivered by the
parties to the General Chemical Acquisition Agreement shall be final and binding on the parties
thereto.
Section 3.04 Borrower Documents. Borrowers shall have executed and delivered to
Agent, for the benefit of the Lenders, the following documents, in form and substance satisfactory
to Agent in its sole discretion; each of such documents shall be a Loan Document:
(a) this Agreement;
(b) Revolving Notes payable to the Lenders in the following face amounts: (i)
Wachovia Bank, National Association — $30,000,000.00; and (ii) Bank of America, N.A. —
$15,000,000.00;
(c) Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement
relating to real property in Hollister, California;
(d) First Amendment to Deed of Trust and Security Agreement relating to real property
owned by KMG ECI in Pueblo County, Colorado;
(e) First Amendment to Mortgage and Security Agreement relating to real property owned
by, KMG-Bernuth in Doniphan County, Kansas;
(f) ALTA Loan Policy of Title Insurance relating to property in Hollister, California;
(g) ALTA Form 11 Endorsement to the Loan Policy of Title Insurance relating to real
property owned by KMG ECI in Pueblo County, Colorado;
(h) ALTA Form 11 Endorsement to the Loan Policy of Title Insurance relating to real
property owned by, KMG-Bernuth in Doniphan County, Kansas; and
(i) Closing Certificates for each Borrower.
Section 3.05 Opinion of Counsel. Borrower’s outside legal counsel shall have
delivered to Agent a legal opinion in form and substance satisfactory to Agent in its sole
discretion.
Section 3.06 Amendment to Intercreditor Agreement. The parties to the Intercreditor
Agreement shall have executed and delivered to Agent and Collateral Agent an amendment to the
Intercreditor Agreement, in form and substance satisfactory to Agent in its sole discretion; such
document shall be a Loan Document.
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Section 3.07 Seller’s Waiver and Consent. General Chemical and Borrower shall have
executed and delivered to Agent a Seller’s Waiver and Consent Agreement in form and substance
satisfactory to Agent in its sole discretion.
Section 3.08 Amendment to Note Purchase Agreement. Borrowers and the Purchasers (as
defined in the Note Purchase Agreement dated December 31, 2007 as more particularly described in
the Intercreditor Agreement) shall have executed and delivered among themselves an amendment to the
Note Purchase Agreement, granting such waivers and consents as may be required to permit the
Transaction.
ARTICLE IV
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
Section 4.01 Renewal and Extension of Revolving Notes. To the extent of
$35,000,000.00, the Revolving Notes of even date herewith in favor of Wachovia Bank, N.A. and Bank
of America, N.A. are given in renewal and extension, and not in extinguishment or novation, of the
Revolving Notes dated December 31, 2007 in favor of Wachovia Bank, N.A. and Bank of America, N.A.;
the Liens securing said Revolving Notes dated December 31, 2007 are hereby renewed and extended to
secure the Credit Agreement Obligations, and said Liens are hereby ratified and confirmed in every
respect by Borrowers and shall continue in full force and effect.
Section 4.02 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement
and except as expressly modified and superseded by this Amendment, the terms and provisions of the
Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrowers
and Lenders agree that the Credit Agreement as amended hereby shall continue to be legal, valid,
binding and enforceable in accordance with its terms. The terms, provisions, and conditions of any
and all of the Loan Documents are hereby ratified and confirmed in every respect by Borrowers and
shall continue in full force and effect.
Section 4.03 Representations and Warranties. Borrowers hereby represent and warrant
to Lenders that:
(a) the execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrowers and will not violate the articles of
incorporation or bylaws of Borrowers;
(b) after giving effect to the modifications contained in this Amendment, and any other
Loan Document, the representations and warranties contained in the Credit Agreement are true
and correct in all material respects on and as of the date hereof except as previously
disclosed to Lenders;
(c) after giving effect to the modifications contained in this Amendment, no Default or
Event of Default has occurred and is continuing and no event or condition has
occurred that with the giving of notice or lapse of time or both would be a Default or
an Event of Default;
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(d) after giving effect to the modifications contained in this Amendment, Borrowers are
in full compliance with all covenants and agreements contained in the Credit Agreement as
amended hereby; and
(e) Borrowers are not presently aware of any claim they have against Lenders, nor are
they aware of any claim any of their respective Subsidiaries have against Lenders, for
damages arising out of any prior action or inaction on the part of Lenders or their
representatives or agents.
ARTICLE V
MISCELLANEOUS
Section 5.01 Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document including any Loan Document furnished
in connection with this Amendment shall survive the execution and delivery of this Amendment and
the other Loan Documents executed in connection with this Amendment.
Section 5.02 Reference to Agreement. Each of the Loan Documents, including the Credit
Agreement and any and all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.
Section 5.03 Expenses of Lender. As provided in the Credit Agreement, Borrowers agree
to pay on demand all reasonable costs and expenses incurred by Lenders in connection with the
preparation, negotiation, and execution of this Amendment and the other Loan Documents executed
pursuant hereto and any and all amendments, modifications, and supplements thereto, including
without limitation the reasonable costs and fees of Lenders’ legal counsel, and all reasonable
costs and expenses incurred by Lenders in connection with the enforcement or preservation of any
rights under the Credit Agreement as amended hereby, or any other Loan Document, including without
limitation the reasonable costs and fees of Agent’s legal counsel.
Section 5.04 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable.
Section 5.05 APPLICABLE LAW. THIS AMENDMENT IS ENTERED INTO AND PERFORMABLE IN XXXXXX
COUNTY, TEXAS, AND THE SUBSTANTIVE LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES XX XXXXXXXX XX XXXX,
XX XXX XXXXXX XXXXXX AND THE STATE OF TEXAS SHALL GOVERN THE CONSTRUCTION OF THIS AGREEMENT AND THE
DOCUMENTS EXECUTED AND DELIVERED PURSUANT
HERETO, AND THE RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THERETO.
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Section 5.06 Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of Lenders and Borrowers and their respective successors and assigns, except
Borrowers may not assign or transfer any of their rights or obligations hereunder without the prior
written consent of Lenders.
Section 5.07 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.
Section 5.08 Effect of Waiver. No consent or waiver, express or implied, by Lenders
to or for any breach of or deviation from any covenant, condition or duty by Borrowers shall be
deemed a consent or waiver to or of any other breach of the same or any other covenant, condition
or duty.
Section 5.09 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.
Section 5.10 SECTION 26.02 NOTICE. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
WITH THE CREDIT AGREEMENT AND THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE CREDIT AGREEMENT AND THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
EXECUTED as of the date first written above.
[Remainder of page. Signatures appear on following pages.]
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SIGNATURE PAGES — BORROWERS
| KMG CHEMICALS, INC. |
||||
| By: | /s/ J. Xxxx Xxxxxx | |||
| J. Xxxx Xxxxxx President and Chief Executive Officer |
||||
| KMG-BERNUTH, INC. |
||||
| By: | /s/ J. Xxxx Xxxxxx | |||
| J. Xxxx Xxxxxx President and Chief Executive Officer |
||||
| KMG ELECTRONIC CHEMICALS, INC. |
||||
| By: | /s/ J. Xxxx Xxxxxx | |||
| J. Xxxx Xxxxxx President and Chief Executive Officer |
||||
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SIGNATURE PAGE — WACHOVIA
| WACHOVIA BANK, N.A., as Agent, Collateral Agent, Lender and Issuing Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Xxxx X. Xxxxxxx Vice President |
||||
Instructions for Wire Transfers to Agent:
Wachovia Bank, N.A.
Charlotte, NC
ABA Number: 053 000 219
Account Number: 01459670001944
Account Name: Agency Svcs Synd Clearing
Payment Details: KMG Chemicals
Charlotte, NC
ABA Number: 053 000 219
Account Number: 01459670001944
Account Name: Agency Svcs Synd Clearing
Payment Details: KMG Chemicals
9
SIGNATURE PAGE — BANK OF AMERICA
| BANK OF AMERICA, N.A., as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
10
SIGNATURE PAGE — THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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SIGNATURE PAGE — PRUCO LIFE INSURANCE COMPANY
| PRUCO LIFE INSURANCE COMPANY, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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EXHIBIT D
LENDERS’ CREDIT PERCENTAGES
| Revolving Loan | Term Loan | |||||||||||
| Commitment and | Commitment and | Total Loans and | ||||||||||
| Revolving Loan | Term Loan | Total Credit | ||||||||||
| Lender | Credit Percentage | Credit Percentage | Percentage | |||||||||
Wachovia Bank, N.A. |
$ | 30,000,000 | $ | 20,000,000 | $ | 50,000,000 | ||||||
| 60.00 | % | 57.14 | % | 58.82352 | % | |||||||
Bank of America, N.A. |
$ | 15,000,000 | $ | 10,000,000 | $ | 25,000,000 | ||||||
| 30.00 | % | 28.57 | % | 29.41176 | % | |||||||
The Prudential Insurance Company of America |
$ | 2,500,000 | $ | 2,500,000 | $ | 5,000,000 | ||||||
| 5.00 | % | 7.145 | % | 5.88235 | % | |||||||
Pruco Life Insurance Company |
$ | 2,500,000 | $ | 2,500,000 | $ | 5,000,000 | ||||||
| 5.00 | % | 7.145 | % | 5.88235 | % | |||||||
Total |
$ | 50,000,000 | $ | 35,000,000 | $ | 85,000,000 | ||||||
| 100 | % | 100 | % | 100 | % | |||||||
SCHEDULE 9.14
Listing of Real Property
| Owned by KMG-Bernuth, Inc.: | Leased with KMG-Bernuth, Inc.: | |
KMG-Bernuth, Inc. 0000 0xx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxxx Xxxxxx |
KMG Chemicals, Inc. and KMG-Bernuth, Inc.
(Leased office space) 0000 X. Xxx Xxxxxxx Xxxxxxx S., Suite 600 Houston, Texas 77099 Xxxxxx County |
|
KMG-Bernuth, Inc. 00xx xxx Xxx Xxxxxx Xxxxxx, Xxxxxx 00000 Doniphan County |
Gulf Facilities (Third Party Warehouse) Port of Brownsville Xxxxxx L Fouest Mineral Loop Brownsville, Texas 78521 Cameron County |
|
| IMTT (Third Party Tank storage facility) 0000 Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxx 00000 Xxxxxxxxx Xxxxxx |
||
| BMS Logistics (Third Party Warehouse) 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 |
SCHEDULE 9.14
Listing of Real Property (continued)
Listing of Real Property (continued)
| Owned by KMG Electronic Chemicals, Inc.: | Third Party Warehouse Locations for the HPPC business of KMG Electronic Chemicals, Inc.: |
|
KMG Electronic Chemicals, Inc. 000 Xxxxxxx Xxxxx Xxxx Xxxxxx, XX 00000 |
MEMC 0000 X. XX Xxx 00 Xxxxxxx, XX 00000 |
|
KMG Electronic Chemicals, Inc. 0000 Xxxx Xxxxx Xxxxxxxxx, XX 00000 |
Air Products 0000 X. Xxxxxxx Xxxxxxxxxx Xxxxxx XX 00000-0000 |
|
| Air Products 000 Xxxxxx Xxxx Xx Xxxxxx XX 00000-0000 |
||
| Doe & Ingals 00 Xxxxxxxxxx Xxxxxx Xxxxxxx, XX |
||
| Doe & Ingals 0000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
||
| Hisco 0000 Xxxxx Xxxx Xxxxx Xxxxxx, XX 00000 |
||
| Rinchem Company 0000 X. Xxxx Xxxx Xxxxxxxx, XX 00000 |
||
| Rinchem Company 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
||
| Rinchem Company/Monsanto 000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
||
| Rinchem Company 000 Xxxx Xxx Xxxx, Xxxxx 000 Xxxxx, XX 00000 |
||
| Rinchem Company 0000 Xxxxx Xxxx XX Xxxxxxxxxxx, XX 00000 |
||
| Rinchem Company 0000 XX 000xx Xxxxxxxxx, XX 00000 |
||
| Rinchem Company 00000 Xxxxxxxxx Xxxxxx Xxxxx Xx Xxxxxxx, XX 00000 |
||
| Rinchem Company 000 Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000-0000 |
||
| Rinchem Company 0000 X. 000xx Xxxxx Xxxx Xxxx Xxxx, XX 00000-0000 |
||
| Rinchem Company 0000 Xxxxx Xxx Xxx X Xxxxxx, XX 00000-0000 |
||
| Rinchem Company 000 X. Xxxx Xx. Xxxxxxxxxx XX 00000 |
| Owned by KMG Electronic Chemicals, Inc.: | Third Party Warehouse Locations for the HPPC business of KMG Electronic Chemicals, Inc.: |
|
| Chemical Logistics 00000 Xxx Xxxxx Xxxxxx XX 00000 |
||
| Xxxxxxx Xxxx 000 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 |
||
| High Purity Products 0000 XX Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
||
| Univar 0000 X 00xx Xxxxxx Xxxxx XX 00000 |
SCHEDULE 9.18
Intellectual Property
The patents and trademarks described below are owned by KMG ECI:
| 1. | The following registered patents: |
| Docket # | Title | Patent Number | Grant Date | Country | Status | |||||||
GC-211
|
Stable Metal-Safe Stripper for Removing Cured Negative-Tone Novolak and Acrylic Photoresists and Post-Etch Residue | 6,551,973 | 4/22/2003 | USA | Granted | |||||||
GC-215
|
Cured Polymers Dissolving Compositions | 6,818,608 | 11/16/2004 | USA | Granted | |||||||
GC-216
|
Spin-On Adhesive for Temporary Wafer Coating and Mounting to Support Thinning and Backside Processing | 6,869,894 | 3/22/2005 | USA | Granted | |||||||
GC-216 DIV
|
Adhesive Support Method for Wafer Coating, Thinning, and Backside Processing | 7,098,152 | 8/29/2006 | USA | Granted | |||||||
GC-217
|
Improved Etchants Containing Filterable Surfactant | 7,112,289 | 9/26/2006 | USA | Granted | |||||||
GC-217 CIP
|
Filterable Surfactant Composition | 7,241,920 | 7/10/2007 | USA | Granted | |||||||
GC-228
|
Stripper for Cured Negative-Tone Isoprene-Based Photoresist and Bisbenzocyclobutene Coatings | 7,183,245 | 2/27/2007 | USA | Granted | |||||||
GC-239
|
High Temperature and Chemical Resistant Process for Wafer Thinning and Backside Processing | 7,232,770 | 6/19/2007 | USA | Granted | |||||||
| 2. | The following registered trademarks: |
| Registration | Registration | Expiration | ||||||||||||
| Xxxx Name | Number | Date | Country | Prior Owner | Date | Status | ||||||||
BOE
|
TMA362,305 | 11/3/1989 | Canada | General Chemical Canada, LTD | 11/3/2019 | Registered | ||||||||
Class 10
|
TMA362,306 | 11/3/1989 | Canada | General Chemical Canada, LTD | 11/3/2019 | Registered | ||||||||
PAE
|
TMA364,643 | 1/19/1990 | Canada | General Chemical Canada, LTD | 1/19/2020 | Registered | ||||||||
Particu-Lo
|
TMA362,307 | 11/3/1989 | Canada | General Chemical Canada, LTD | 11/3/2019 | Registered | ||||||||
Particu-Lo LTM2
|
2,189,410 | 9/15/1998 | USA | GenTek Holding, LLC (as successor in interest to General Chemical Corporation) | 9/15/2018 | Registered | ||||||||
BOE
|
993,278 | 9/24/1974 | USA | General Chemical Performance Products LLC | 9/24/2014 | Registered | ||||||||
Class 10(2)
|
1,810,352 | 12/14/1993 | USA | General Chemical Performance Products LLC | 12/14/2013 | Registered | ||||||||
GenTak
|
2,755,775 | 8/26/2003 | USA | General Chemical Performance Products LLC | 8/26/2013 | Registered | ||||||||
MAE
|
1,249,534 | 8/30/1983 | USA | General Chemical Performance Products LLC | 8/30/2013 | Registered | ||||||||
PAE(2)
|
1,847,521 | 8/2/1994 | USA | General Chemical Performance Products LLC | 8/2/2014 | Registered | ||||||||
Particu-Lo
|
1,533,823 | 4/11/1989 | USA | General Chemical Performance Products LLC | 4/11/2009 | Registered | ||||||||
TechPure
|
3,043,147 | 1/17/2006 | USA | General Chemical Performance Products LLC | 1/17/2016 | Registered | ||||||||
Trillium
|
2,704,568 | 4/8/2003 | USA | General Chemical Performance Products LLC | 4/8/201 | Registered | ||||||||
| 3. | General Chemical manufactures and sells a product under the trade name SPINETCH. The
ownership of this xxxx and the know how for the production of the product is claimed by
BASF. General Chemical pays a semi-annual royalty of 4% on net sales to BASF for use of
the product. This ongoing relationship is based upon an expired written agreement. |
Schedule 9.18 — 2
