ex10_2.htm


    Exhibit
      10.2

    


    FOURTH
      AMENDMENT

    TO

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    


    THIS
      FOURTH AMENDMENT
TO AMENDED AND RESTATED
CREDIT AGREEMENT (this
      “Amendment”), dated as of July 11, 2007, is entered into by and among
      HERCULES INCORPORATED, a Delaware corporation (the “Company”), the
      Guarantors signatory hereto, the Lenders signatory hereto, CREDIT SUISSE, CAYMAN
      ISLANDS BRANCH (formerly known as Credit Suisse First Boston, acting through
      its
      Cayman Islands Branch), as Administrative Agent for the Lenders (in such
      capacity, the “Administrative Agent”) and WACHOVIA BANK, NATIONAL
      ASSOCIATION, as Syndication Agent and Issuing Lender (together with the
      Administrative Agent, the “Agents”).

    


    


    RECITALS

    


    A.           The
      Company, the Guarantors, the Lenders and the Agents are party to that certain
      Amended and Restated Credit Agreement dated as of April 8,
      2004 (as amended by that certain First Amendment to Amended and Restated Credit
      Agreement dated as of August 12, 2004, that certain Second Amendment to Amended
      and Restated Credit Agreement dated as of June 29, 2005, that certain Third
      Amendment to Amended and Restated Credit Agreement dated as of March 2, 2006
      and
      as further amended, restated, modified or supplemented, the “Existing Credit
      Agreement”).  Unless otherwise defined herein or the context
      otherwise requires, terms used in this Amendment, including its preamble and
      recitals, have the meanings provided in the Existing Credit
      Agreement.

    


    B.           The
      Company has requested certain modifications to the Existing Credit
      Agreement.

    


    C.           Such
      modifications require the consent of the Required Lenders.

    


    D.           The
      Required Lenders have consented to the requested modifications on the terms
      and
      conditions set forth herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, IN
      CONSIDERATION of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    I.           AMENDMENTS
      TO EXISTING CREDIT AGREEMENT

    


    Subject
      to the satisfaction of the
      conditions precedent set forth in Section 4 of Article II hereof, from and
      after
      the Fourth Amendment Effective Date (as defined below), the Existing Credit
      Agreement is hereby amended in the following respects:

    


    1.           Section
      5.1(l) of the Existing Credit Agreement is hereby amended by deleting the first
      parenthetical therein in its entirety and replacing it with the
      following:

    


    “(other
      than a Receivables Financing
      SPC, a Preferred Stock SPC or the R&D Joint Venture or as otherwise agreed
      to by the Administrative Agent)”

    


    2.           Section
      5.2(b)(iii) of the Existing Credit Agreement is hereby amended by (i) inserting
      “or” immediately prior to the reference to clause (B), (ii) deleting “or”
immediately prior to the reference to clause (C), (iii) deleting clause (C)
      in
      its entirety and (iv) replacing clause (C) with the following:

    


    “and
      except (C) so long as no Default
      or Event of Default then exists or would result therefrom, any other sale,
      lease
      or disposition of assets as long as (x) at least 85% of the consideration
      received by the Company and/or its Subsidiaries in connection with each such
      transaction shall be in cash or Cash Equivalents and (y) the Company uses the
      Net Cash Proceeds thereof to make Eligible Reinvestments or prepay the Loans
      in
      accordance with Section 2.6(b)(iii) hereof.”

    


    3.           Section
      5.2(d)(iii) of the Existing Credit Agreement is hereby amended by deleting
      the
      reference to “$100,000,000” set forth in the grid contained therein and
      replacing it with a reference to “$150,000,000”.

    


    4.           Section
      5.2(f)(viii) of the Existing Credit Agreement is hereby amended by deleting
      the
      reference to “$50,000,000” set forth therein and replacing it with a reference
      to “$150,000,000”.

    


    5.           Section
      5.2(j)(ii) of the Existing Credit Agreement is hereby amended by deleting clause
      (ii) in its entirety and replacing it with the following:

    


    “(ii)
      the Company may make cash
      dividends on the Company’s common stock and/or repurchase shares of its common
      stock, in an aggregate amount not to exceed $100,000,000 in any fiscal year
      of
      the Company”

    


    6.           Section
      7 of the Existing Credit Agreement is hereby amended by inserting the following
      definition in the appropriate alphabetical order:

    


    “R&D
      Joint Venture”: H2H
      Innovations, LLC, a joint venture organized as a Delaware limited liability
      company and created for purposes of research and development, in which the
      Company owns a 51% interest.”


    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    


    


    7.           The
      Schedules to the Existing Credit Agreement are hereby amended by replacing
      each
      of Schedule 1.13 and Schedule 1.19 with the corresponding Schedule attached
      hereto as Exhibit A and Exhibit B, respectively.

    


    II.           MISCELLANEOUS

    


    1.           Representations
      and Warranties.  Each of the Credit Parties represents and
      warrants to the Lenders and the Administrative Agent as follows:

    


    
      	
            	
              (i) 
                

            	
              It
                has taken all necessary action to authorize the execution, delivery
                and
                performance of this Amendment.

            


    

    


    
      	
              (ii) 
                

            	
              This
                Amendment has been duly executed and delivered by such Credit Party
                and
                constitutes such Credit Party’s legal, valid and binding obligation,
                enforceable in accordance with its terms, except as such enforceability
                may be limited (x) by general principles of equity and conflicts
                of laws
                (whether enforcement is sought by proceedings in equity or at law)
                or (y)
                by bankruptcy, reorganization, insolvency, moratorium or other laws
                of
                general application relating to or affecting the enforcement, of
                creditors' rights.

            


    

    


    
      	
              (iii) 
                

            	
              No
                consent, approval, authorization or order of, or filing, registration
                or
                qualification with, any court or governmental authority or third
                party is
                required in connection with the execution, delivery or performance
                by such
                Credit Party of this Amendment (except for those which have been
                obtained
                on or prior to the Fourth Amendment Effective
                Date).

            


    

    


    
      	
              (iv) 
                

            	
              The
                execution and delivery of this Amendment does not diminish or reduce
                its
                obligations under the Credit Documents (including, without limitation,
                in
                the case of each Guarantor, such Guarantor’s guaranty pursuant to
                Section 3A of the Existing Credit Agreement) in any manner, except as
                specifically set forth herein.

            


    

    


    
      	
            	
              (v) 
                

            	
              Such
                Credit Party has no claims, counterclaims, offsets, or defenses to
                the
                Credit Documents and the performance of its obligations thereunder,
                or if
                such Credit Party has any such claims, counterclaims, offsets, or
                defenses
                to the Credit Documents or any transaction related to the Credit
                Documents, the same are hereby waived, relinquished and released
                in
                consideration of the Required Lenders’ and the Term B Lenders’ execution
                and delivery of this Amendment.

            


    

    


    
      	
              (vi) 
                

            	
              The
                representations and warranties of the Credit Parties set forth in
                Section
                1 of the Existing Credit Agreement are true and correct in all material
                respects as of the date hereof (except those that expressly relate
                to an
                earlier date, in which case such representations and warranties are
                true
                and correct in all material respects as of such earlier date) and
                all of
                the provisions of the Credit Documents, except as amended hereby,
                are in
                full force and effect.

            


    


    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    


    
      	
              (vii) 
                

            	
              Subsequent
                to the execution and delivery of this Amendment and after giving
                effect
                hereto, no unwaived event has occurred and is continuing on the date
                hereof which constitutes a Default or an Event of
                Default.

            


    

    


    2.           Reaffirmations.  Each
      Credit Party affirms the liens and security interests created and granted by
      it
      in the Credit Documents (including, but not limited to, the Security Agreement
      and the Mortgages) and agrees that this Amendment shall in no manner adversely
      affect or impair such liens and security interests.

    


    3.           Effect
      of Amendment.  Except as expressly modified and amended in this
      Amendment, all of the terms, provisions and conditions of the Credit Documents
      shall remain unchanged and in full force and effect.  The Credit
      Documents and any and all other documents heretofore, now or hereafter executed
      and delivered pursuant to the terms of or otherwise in connection with the
      Credit Documents are hereby amended so that any reference to the Existing Credit
      Agreement shall mean a reference to the Existing Credit Agreement as amended
      hereby.

    


    4.           Conditions
      Precedent.   This Amendment shall become effective as of the
      date first above written (the “Fourth Amendment Effective Date”) when,
      and only when, each of the following conditions shall have been satisfied (it
      being understood that the satisfaction of one or more of the following
      conditions may occur concurrently with the effectiveness of this
      Amendment):

    


      
      (a)           Execution
      of Counterparts of Amendment.  The Administrative Agent shall have
      received counterparts of this Amendment, which collectively shall have been
      duly
      executed on behalf of the Company, each of the Guarantors and the Required
      Lenders.

    


    (b)           Fees
      and Expenses.  The payment by the Company to the Agents (or their
      Affiliates) of (i) an amendment fee for the benefit of each Lender who delivers
      to the Agent a signature page to this Amendment on or before 5:00 p.m. Eastern
      time on July 10, 2007 equal to 5.0 basis points on such Lender’s Revolving
      Commitment and such Lender’s portion of the outstanding principal amount of the
      Term B Loan and (ii) all other fees and expenses relating to this Amendment
      and
      the Existing Credit Agreement which are due and payable on the Fourth Amendment
      Effective Date, including, without limitation, payment by the Company on the
      date hereof of all out-of-pocket costs and expenses of the Agents in connection
      with the preparation, execution and delivery of this Amendment, including
      without limitation the fees and expenses of Moore & Van Allen PLLC, special
      counsel to the Agents.

     

    5.           Construction.  This
      Amendment is a Credit Document executed pursuant to the Existing Credit
      Agreement and shall (unless otherwise expressly indicated therein) be construed,
      administered and applied in accordance with the terms and provisions of the
      Existing Credit Agreement as amended hereby.


    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    


    


    6.           Counterparts.  This
      Amendment may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to be an original and all of which taken together shall
      constitute one and the same instrument.

    


    7.           GOVERNING
      LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF NEW YORK.

    


    8.           Binding
      Effect.  This Amendment, the Existing Credit Agreement as amended
      hereby and the other Credit Documents embody the entire agreement between the
      parties and supersede all prior agreements and understandings, if any, relating
      to the subject matter hereof. These Credit Documents represent the final
      agreement between the parties and may not be contradicted by evidence of prior,
      contemporaneous or subsequent oral agreements of the parties. Except as
      expressly modified and amended in this Amendment, all the terms, provisions
      and
      conditions of the Credit Documents shall remain unchanged and shall continue
      in
      full force and effect.

    


    9.           Severability.   If
      any provision of this Amendment is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.

    


    


    


    [Remainder
      of Page Intentionally Left Blank]

    



    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      each of the parties hereto has caused a counterpart of this Amendment to be
      duly
      executed and delivered as of the date first above written.

    


    COMPANY:                                                                HERCULES
      INCORPORATED,

    a
      Delaware corporation

    


     
By:
      /s/ Stuart C.
      Shears

     
      Name: Stuart C. Shears

    
      	
               

            	
              Title:
                Vice President and Treasurer

            


    

    


    


    GUARANTORS:                                                 
      AQUALON COMPANY,

    a
      Delaware general
      partnership

    EAST
      BAY REALTY SERVICES,
      INC.,

    a
      Delaware corporation

    HERCULES
      COUNTRY CLUB,
      INC.,

    a
      Delaware corporation

    HERCULES
      EURO HOLDINGS,
      LLC,

    a
      Delaware limited liability
      company

    HERCULES
      FINANCE
      COMPANY,

    a
      Delaware general
      partnership

    HERCULES
      FLAVOR,
      INC.,

     a
      Delaware
      corporation

    HERCULES
      HYDROCARBON HOLDINGS,
      INC.,

    a
      Delaware corporation

    HERCULES
      INTERNATIONAL LIMITED,
      LLC,

    a
      Delaware limited liability
      company

    HERCULES
      PAPER HOLDINGS,
      INC.,

    a
      Delaware corporation

    WSP,
      INC.,

    a
      Delaware corporation

    


    


    By:
      /s/ Stuart C. Shears

    Name:
      Stuart C. Shears

    Title:
      Authorized
      Representative

    for
      each of the foregoing
      Guarantors

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              
                ADMINISTRATIVE
                  AGENT

              

            	
            


    

    
      	
              AND
                LENDER:

            	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse
                First Boston, acting through its Cayman Islands Branch), in its capacity
                as Administrative Agent, Collateral Agent and
                Lender

            


    

    


    By:
      /s/ Thomas
      Cantello                                                                

    Name:
      Thomas Cantello

    Title:
      Director

    


    By:
      /s/ Shaheen
      Malik                                                                

    Name:
      Shaheen Malik

    Title:
      Associate

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LENDERS:                                                                    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    


    By:
      /s/ C. Jeffery
      Seaton                                                                

    Name:
      C.
      Jeffrey Seaton

    Title:
      Managing Director

    


    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ____________________________________

    [Name
      of Institution or
      Fund]

    


    By:                                                                

    Name:

    Title: