Amendment No. 1 to Credit Agreement among Chemtura Corporation, Lenders, and Citibank, N.A. (Agent)

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the original Credit Agreement dated July 1, 2005, between Chemtura Corporation, various lenders, and Citibank, N.A. as agent. It restates the Credit Agreement, provides a temporary waiver for certain subsidiary requirements, and confirms lender qualifications. The amendment becomes effective once all required parties sign. Chemtura affirms its authority to enter into this amendment and that no legal or financial issues prevent its execution. The amendment is legally binding and references to the Credit Agreement now refer to the amended version.

View More
EX-10.1 2 amendment1_toca.htm CHEMTURA CORPORATION AMENDMENT 1 TO CREDIT AGREEMENT Amendemnt 1 9am 12-13

Execution Copy

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

Dated as of December 12, 2005

             AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Chemtura Corporation, a Delaware corporation (the "Company"), 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 Lenders and the Agent have entered into a Credit Agreement dated as of July 1, 2005 (the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

             (2)     The Company and the Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

             (3)     The Lenders are, on the terms and conditions stated below, willing to grant the request of the Company and the Company 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 4, hereby amended and restated in its entirety to read as set forth as Exhibit A hereto.

             SECTION 2.    Waiver.  Solely with respect to each Subsidiary of the Company that on or prior to December 31, 2005 (i) becomes a Designated Subsidiary and (ii) receives an initial Advance, the Agent and the Lenders hereby waive, solely for the period commencing on the date first above written through January 15, 2006 the requirements of Section 3.02(f) of the Credit Agreement.

             SECTION 3.    Lender Representation.  By execution below, each Lender (a) represents and warrants on the date hereof that it is a Professional Market Party and (b) expressly (i) acknowledges that it is a requirement pursuant to the Dutch Act on the Supervision of Credit Institutions 1992 (Wet toezicht kredietwezen 1992) that the Borrowers that are organized under the laws of the Netherlands may only borrow monies from an entity that qualifies as a Professional Market Party or within a closed circle (besloten kring), (ii) declares that it is fully aware of the consequences of the incorporation Professional Market Party status set out in this Section 3 under clause (a) above, and (iii) acknowledges that each of the Borrowers may rely on the representation concerning its Professional Market Party status set out in this Section 3 under clause (a) above.< /p>

             SECTION 4    Conditions of Effectiveness.  Section 1 of 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, the Required Lenders and each Canadian Lender (as defined in Exhibit A hereto) 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 5    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 (iii) has all requisite corporate, limited liability company, part nership, unlimited liability company or other organizational (as applicable) power and authority and (iv) 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 a ny 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.

     (d)     This Amendment has been duly executed and delivered by the Company. This Amendment and the Credit Agreement, as amended hereby, are the legal, valid and binding obligation of the Company, enforceable against the Company 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 6.  Reference to and Effect on the Credit Agreement and the Notes.  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 7.  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 8.  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 9.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

           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 SERVICES, INC.
                       BIOLAB TEXTILE ADDITIVES, LLC
                       BIO-LAB, INC.
                       CNK CHEMICAL REALTY CORPORATION
                       CROMPTON COLORS INCORPORATED
                       CROMPTON HOLDING CORPORATION
                       CROMPTON MANUFACTURING COMPANY, INC.
                       CROMPTON MONOCHEM, INC.
                       GLK SERVICES, 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
                       PABU SERVICES, INC.
                       PCBU SERVICES, INC.
                       RECREATIONAL WATER PRODUCTS, INC.
                       UNIROYAL CHEMICAL COMPANY LIMITED (DELAWARE)
                       UNIROYAL CHEMICAL COMPANY, INC.
                       WEBER CITY ROAD LLC
                       WRL OF INDIANA, INC.

                       By:/s/Eric Wisnefsky
                       Name:  Eric Wisnefsky
                       Title:   Treasurer

 

                                              

 

 

                       ENENCO INCORPORATED

                       By:  /s/Barry J. Shainman
                       Name:  Barry J. Shainman
                       Title:   Secretary

 

Please initial here if your signature indicates your approval of this Amendment.

Please initial here if your signature indicates your compliance with the representation in Section 3 hereof.

Accepted and agreed:


CITIBANK, N.A.,
as Agent and as a Lender


By:______________________
Name:
Title:

 

 

 

______

 

 

 

_____

CITIBANK, N.A., CANADIAN BRANCH
as a Canadian Lender


By:______________________
Name:
Title:

 




N/A

 




N/A

BANK OF AMERICA, N.A.,
as a Lender

By:______________________
Name:
Title:

 

 

______

 



______

BANK OF AMERICA, N.A.,
Canada Branch,
as a Canadian Lender

By: _____________________
Name:
Title:

 



N/A

 



N/A

ABN AMRO BANK N.V., as a Lender

By: _____________________
Name:
Title:

By: _____________________
Name:
Title:

 

______ 




_____

 

______ 




______

ABN AMRO BANK N.V., CANADA BRANCH, as Canadian Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 

 

N/A


N/A

 

 

N/A


N/A

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 


_____



______

 


______



______

CREDIT SUISSE, TORONTO BRANCH, as a Canadian Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 


N/A



N/A

 


N/A



N/A

MORGAN STANLEY BANK, as a Lender

By:_____________________
Name:
Title:




______




______

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:____________________
Name:
Title:

 


______

 


______

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

By:______________________
Name:
Title:

 


______

 


______

CALYON NEW YORK BRANCH, as a Lender

By:______________________
Name:
Title:

 


______

 


______

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 


______



______

 


______



______

ING CAPITAL LLC, as a Lender

By:_____________________
Name:
Title:



______



______

SUMITOMO MITSUI BANKING CORP., NEW YORK, as a Lender

By:_____________________
Name:
Title:

 


______

 


______

BANCA INTESA S.P.A. NEW YORK BRANCH, as a Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 


______

 


_____

BANCA NAZIONALE DEL LAVOR SPA, NEW YORK BRANCH, as a Lender

By:_____________________
Name:
Title:

 

 

______

 

 

______

THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender

By:_____________________
Name:
Title:

 

 

______

 

 

______

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender

By:_____________________
Name:
Title:

By:_____________________
Name:
Title:

 



______



______

 



______



______