EXHIBIT 4.7(b)
CONFORMED COPY
AMENDMENT TO $225,000,000
REVOLVING CREDIT AGREEMENT
DATED AS OF JULY 5, 2000
This Amendment to the $225,000,000 Revolving Credit Agreement dated as
of July 5, 2000 ("Amendment") is entered into as of January 23, 2002.
RECITALS
This Amendment is entered into in reference to the following facts:
(a) The $225,000,000 Revolving Credit Agreement is dated as of
July 5, 2000 (as the same may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreement") among, inter alios, Arch Chemicals,
Inc., the Lenders and Agents party thereto and JPMorgan Chase Bank, as
Administrative Agent for the Lenders. Capitalized terms used in this Amendment
without definition shall have the respective meanings assigned to them in the
Credit Agreement.
(b) The Borrower, the Agents and Required Lenders desire to
amend the Credit Agreement in order to make certain amendments as more
particularly described herein to the financial covenants, certain financial
definitions and pricing and to extend the maturity date to March 29, 2002.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto hereby agree as follows:
ARTICLE ONE - AMENDMENTS
1.1 Amendment of definition of "Applicable Rate". The definition of
"Applicable Rate" shall be amended by the addition at the end thereof of the
following: "Notwithstanding the foregoing, on and after March 4, 2002
"Applicable Rate" shall mean the higher of (i) the rate per annum calculated in
accordance with the foregoing provisions of this definition and (ii) the
"Applicable Rate" as defined in the 364-Day Facility or the Five-Year Facility
whichever is the higher."
EXECUTION
1.2 Amendment of definition of "Availability Period". The definition of
"Availability Period" shall be amended by the deletion of the words "the
Maturity Date" and their replacement with the words "March 4, 2002."
1.3 Amendment of definition of "Maturity Date. Section 1.1 shall be
amended by the deletion of the existing definition of "Maturity Date" and its
replacement with the following: ""Maturity Date" means March 29, 2002."
1.4 Amendment of Sections 2.11 (d) (ii) and (iii). Sections 2.11 (d)
(ii) and (iii) shall be amended by the deletion in each of the words "five
Business Days" and their replacement with "two Business Days."
1.5 Amendment of Section 6.05. Section 6.05 shall be amended by the
deletion of "the date hereof would not exceed the sum of (x) $65,000,000 plus
(y) 50% of the cumulative Consolidated Net Income of the Company for the period
(taken as one accounting period) since the date hereof" and the substitution
therefor of the words "December 31, 2001 would not exceed the sum of (x)
$40,000,000 plus (y) 50% of the cumulative Consolidated Net Income of the
Company for the period (taken as one accounting period) since December 31,
2001".
ARTICLE TWO - REPRESENTATIONS AND WARRANTIES
2.1 Borrower Representations and Warranties. In order to induce the
Agents and the Lenders to enter into this Amendment, the Borrower represents and
warrants as follows:
(a) The Borrower has the power and authority and has taken all
action necessary to execute, deliver and perform this Amendment and all other
agreements and instruments executed or delivered or to be executed or delivered
in connection herewith and therewith and this Amendment and such other
agreements and instruments constitute the valid, binding and enforceable
obligations of the Borrower.
(b) The Borrower's representations and warranties contained in
the Credit Agreement are true and correct in all respects on and as of the date
hereof as though made on and as of the date hereof and no Default or Event of
Default has occurred and is continuing as of the date hereof (for the avoidance
of doubt in each case for the purposes of this Section 2.1 (b), after giving
effect to this Amendment
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and the amendments dated of even date herewith to the Five-Year Facility and the
364-Day Facility).
2.2 Acknowledgment of Borrower. The Borrower expressly acknowledges and
agrees that as of the date hereof, it has no offsets, claims or defenses
whatsoever against any of the Indebtedness or obligations owing under the Credit
Agreement.
ARTICLE THREE - CONDITIONS PRECEDENT
3.1 Conditions to Effectiveness of this Amendment. The effectiveness of
this Amendment is subject to the satisfaction of the following conditions on or
before the date hereof:
(a) Receipt by the Administrative Agent of copies of this
Amendment duly executed by each of the Borrower, Agents and Required Lenders.
(b) The Borrower shall have paid all fees, costs and expenses
owing to the Administrative Agent, the Lenders and the Administrative Agent's
counsel through the date hereof, including without limitation, in respect of the
preparation, execution and delivery of this Agreement.
ARTICLE FOUR - GENERAL PROVISIONS
4.1 Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement and all other documents, agreements and instruments relating
thereto are and shall remain unmodified and in full force and effect. Upon the
effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or
words of like import shall mean and be a reference to the Credit Agreement as
amended hereby, and this Amendment and the Credit Agreement shall be read
together and construed as a single instrument.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and that all of which taken together shall constitute one and the
same instrument, respectively. Delivery of an executed counterpart of this
Amendment by facsimile shall be equally effective as delivery of a manually
executed counterpart of this Amendment. Any party delivering an executed
counterpart by facsimile shall
3 EXECUTION
also deliver a manually executed counterpart of this Amendment, but failure to
do so shall not effect the validity, enforceability, of binding effect of this
Amendment.
4.3 Final Agreement. This Amendment is intended by the Borrower, the
Agents and the Lenders to be the final, complete, and exclusive expression of
the agreement between them with respect to the subject matter hereof. This
Amendment supersedes any and all prior oral or written agreements relating to
the subject matter hereof. This Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. 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
the Lenders or the Agents under the Credit Agreement, nor constitute a waiver of
any provision of the Credit Agreement.
4.4 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4 EXECUTION
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
JPMORGAN CHASE BANK,
individually and as Administrative Agent,
By: /s/ Xxxxxxxx Xxxxxxx, Xx.
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Name: Xxxxxxxx Xxxxxxx, Xx.
Title: Vice President
BANK OF AMERICA, N.A.,
individually and as Syndication Agent,
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Managing Director
WACHOVIA BANK, N.A.,
individually and as Documentation Agent,
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
EXECUTION
Agreed and accepted:
ARCH CHEMICALS, INC.
By: /s/ W. Xxxx Xxxx
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Name: W. Xxxx Xxxx
Title: V.P. and Treasurer
EXECUTION
