AMENDMENT NO. 5 TO THE CREDIT AGREEMENT
EXECUTION
COPY
AMENDMENT
NO. 5 TO THE
Dated
as
of December 14, 2006
AMENDMENT
NO. 5 TO THE CREDIT AGREEMENT
among
Chemtura Corporation, a Delaware corporation (the “Company”),
the
guarantors parties thereto (the “Guarantors”),
the
banks, financial institutions and other institutional lenders parties to
the
Credit Agreement referred to below (collectively, the “Lenders”)
and
Citibank, N.A., as agent (the “Agent”)
for
the Lenders.
PRELIMINARY
STATEMENTS:
(1)
The
Company, the Guarantors, the Lenders and the Agent have entered into a Credit
Agreement dated as of July 1, 2005, as amended and restated by Amendment
No. 1
dated as of December 12, 2005 and further amended by Amendment No. 2 dated
as of
December 31, 2005, Amendment No. 3 dated as of December 31, 2005, Amendment
No.
4 dated as of May 9, 2006 and the Letter Waiver dated as of March 16, 2006
(as
so amended, the “Credit
Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement.
(2)
The
Company, the Guarantors and the Required Lenders have agreed to amend the
Credit
Agreement as hereinafter set forth.
(3)
The
Required Lenders are, on the terms and conditions stated below, willing to
grant
the request of the Company and the Company, the Guarantors and the Required
Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.
SECTION
1. Amendment
to Credit Agreement.
The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby
amended as follows:
Section
5.03(b) is amended (i) by deleting the table and substituting therefor the
following:
|
Quarter
Ending
On
|
Ratio
|
|
June
30, 2005
|
3.75
: 1.00
|
|
September
30, 2005
|
3.75
: 1.00
|
|
December
31, 2005
|
4.00
: 1.00
|
|
March
31, 2006
|
4.00
: 1.00
|
|
June
30, 2006
|
4.00
: 1.00
|
|
September
30, 2006
|
4.00
: 1.00
|
|
December
31, 2006
|
4.00
: 1.00
|
|
March
31, 2007
|
4.25
: 1.00
|
|
June
30, 2007
|
4.25
: 1.00
|
|
September
30, 2007 and thereafter
|
4.50
: 1.00
|
SECTION
2. Conditions
of Effectiveness.
This
Amendment shall become effective as of the date first above written when,
and
only when, the Agent shall have received counterparts of this Amendment executed
by the Company, each Guarantor and the Required Lenders or, as to any of
the
Lenders, advice satisfactory to the Agent that such Lender has executed this
Amendment. This Amendment is subject to the provisions of Section 9.01 of
the
Credit Agreement.
SECTION
3. Representations
and Warranties of the Company.
The
Company represents and warrants as follows:
(a)
Each
Loan Party and each of its Subsidiaries (i) is a corporation, limited liability
company, limited partnership, unlimited liability company or other legal
entity
duly organized, validly existing and in good standing (or its equivalent)
under
the laws of the jurisdiction of its incorporation or formation, except where
the
failure to be so duly organized, validly existing or in good standing in
the
case of a Subsidiary organized outside of the United States has not had,
or
could not reasonably be expected to have, a Material Adverse Effect, (ii)
is
duly qualified and in good standing as a foreign corporation or company in
each
other jurisdiction in which it owns or leases property or in which the conduct
of its business requires it to so qualify or be licensed except where the
failure to so qualify or be licensed would not be reasonably likely to have
a
Material Adverse Effect, and (iii) has all requisite corporate, limited
liability company, partnership, unlimited liability company or other
organizational (as applicable) power and authority and has all applicable
governmental authorizations to own or lease and operate its properties and
to
carry on its business.
(b)
The
execution, delivery and performance by the Company of this Amendment and
the
Credit Agreement, as amended hereby, are within the Company’s corporate powers,
have been duly authorized by all necessary corporate action, and do not (i)
contravene the Company’s charter or bylaws, (ii) violate any law, rule,
regulation (including, without limitation, Regulation X of the Board of
Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award applicable to the Company, (iii) conflict
with or
result in the breach of, or constitute a default or require any payment to
be
made under, any contract, loan agreement, indenture, mortgage, deed of trust,
lease or other instrument binding on or affecting the Company, any of its
Subsidiaries or any of their properties or (iv) except for the Liens created
under the Loan Documents, result in or require the creation or imposition
of any
Lien upon or with respect to any of the properties of the Company or any
of its
Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation
of
any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument, the violation
or
breach of which would be reasonably likely to have a Material Adverse
Effect.
(c)
No
authorization or approval or other action by, and no notice to or filing
with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Company of
this
Amendment and the Credit Agreement, as amended hereby, except for those
authorizations, approvals, actions, notices and filings which have been duly
obtained, taken, given, waived or made and are in full force and
effect.
2
(d)
This
Amendment has been duly executed and delivered by each Loan Party. This
Amendment and the Credit Agreement, as amended hereby, are the legal, valid
and
binding obligation of the Company, enforceable against each Loan Party in
accordance with their terms, except to the extent that such enforcement may
be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or
similar laws affecting creditors rights generally and by equitable principles
(regardless of whether enforcement is sought in equity or at law).
(e)
There
is no action, suit, investigation, litigation or proceeding affecting any
Loan
Party or any of its Subsidiaries, including any Environmental Action, pending
or
threatened before any court, governmental agency or arbitrator that (i) would
be
reasonably likely to have a Material Adverse Effect (other than the Disclosed
Litigation) or (ii) purports to affect the legality, validity or enforceability
of this Amendment or the Credit Agreement, as amended hereby, and there has
been
no material adverse change in the status, or financial effect on any Loan
Party
or any of its Subsidiaries, of the Disclosed Litigation.
(f)
No
Default has occurred and is continuing.
SECTION
4. Reference
to and Effect on the Credit Agreement and the Notes.
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 amended by this Amendment.
(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 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
Company agrees to pay on demand all costs and expenses of the 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 (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with
the
terms of Section 9.04 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.
3
SECTION
7. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York.
4
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
|
|
|
By:________________________________
|
|
|
Name:
|
|
|
Title:
|
|
|
A
& M CLEANING PRODUCTS, LLC
|
|
|
AQUA
CLEAR INDUSTRIES, LLC
|
|
|
ASCK,
INC.
|
|
|
ASEPSIS,
INC.
|
|
|
BIOLAB
TEXTILE ADDITIVES, LLC
|
|
|
BIO-LAB,
INC.
|
|
|
CNK
CHEMICAL REALTY CORPORATION
|
|
|
CROMPTON
COLORS INCORPORATED
|
|
|
CROMPTON
HOLDING CORPORATION
|
|
|
CHEMTURA
USA CORPORATION
|
|
|
XXXXXXXX
XXXXXXXX, INC.
|
|
|
GREAT
LAKES CHEMICAL CORPORATION
|
|
|
GREAT
LAKES CHEMICAL GLOBAL, INC.
|
|
|
GT
SEED TREATMENT, INC.
|
|
|
HOMECARE
LABS, INC.
|
|
|
ISCI,
INC.
|
|
|
KEM
MANUFACTURING CORPORATION
|
|
|
MONOCHEM,
INC.
|
|
|
NAUGATUCK
TREATMENT COMPANY
|
|
|
RECREATIONAL
WATER PRODUCTS, INC.
|
|
|
UNIROYAL
CHEMICAL COMPANY LIMITED (DELAWARE)
|
|
|
XXXXX
CITY ROAD LLC
|
|
|
WRL
OF INDIANA, INC.
|
|
|
By:_______________________
|
|
|
Name: Xxxx Xxxxxxxxx
|
|
|
Title: Treasurer
|
|
|
ENENCO,
INCORPORATED
|
|
|
By:_______________________
|
|
|
Name: Xxxxx X. Xxxxxxxx
|
|
|
Title: Secretary
|
Chemtura
Amendment No. 5
Accepted
and agreed:
CITIBANK,
N.A.,
as
Agent
and as a Lender
By:
_______________________________
Name:
Title:
BANK
OF
AMERICA, N.A.
By:
_______________________________
Name:
Title:
ABN
AMRO
BANK N.V.
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
XXXXXX
XXXXXXX BANK
By:
_______________________________
Name:
Title:
Chemtura
Amendment No. 5
THE
ROYAL
BANK OF SCOTLAND PLC
By:
_______________________________
Name:
Title:
WACHOVIA
BANK, NATIONAL ASSOCIATION
By:
_______________________________
Name:
Title:
CALYON
NEW YORK BRANCH
By:
_______________________________
Name:
Title:
DEUTSCHE
BANK AG NEW YORK BRANCH
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
ING
CAPITAL LLC
By:
_______________________________
Name:
Title:
SUMITOMO
MITSUI BANKING CORP., NEW YORK
By:
_______________________________
Name:
Title:
Chemtura
Amendment Xx. 0
0
XXXXX
XXXXXX X.X.X. XXX XXXX BRANCH
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
BANCA
NAZIONALE DEL LAVOR SPA,
NEW
YORK
BRANCH
By:
_______________________________
Name:
Title:
BANK
OF
TOKYO-MITSUBISHI UFJ
TRUST
COMPANY, f.k.a. BANK OF
TOKYO-MITSUBISHI
TRUST COMPANY
By:
_______________________________
Name:
Title:
COMMERZBANK
AG, NEW YORK
AND
GRAND
CAYMAN BRANCHES
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
Chemtura
Amendment No. 5
3
