EXHIBIT
4.13


 


AMENDMENT
NO. 7 TO


POST-PETITION
LOAN AND SECURITY AGREEMENT


 


This
AMENDMENT NO. 7 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this “Amendment”)
is dated as of June 19, 2008, among the Lenders, BANK OF AMERICA, N.A., as
agent for the Lenders (the “Agent”), W. R. GRACE & CO. (the “Company”)
and the Subsidiaries of W. R. Grace & Co. parties hereto
(collectively, the “Borrowers”).


 


WHEREAS,
the parties hereto are parties to a Post-Petition Loan and Security Agreement
dated as of April 1, 2001 (as previously amended, the “Loan Agreement”);
and


 


WHEREAS,
the parties hereto desire to amend the Loan Agreement as herein set forth.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants set forth herein
and in the Loan Agreement, and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Amendments.  Subject to the satisfaction of each of the
conditions to effectiveness set forth in Section 3 hereof, the Loan
Agreement is hereby amended as follows:


 


(a)                                  Section 7.13
of the Loan Agreement is hereby amended to read in its entirety as follows:


 


“7.13 Debt.  No Borrower shall incur or maintain any Debt
(or apply to the Bankruptcy Court for authority to do so), other than:  (a) the Obligations; (b) Debt
existing on the Closing Date and described on Schedule 6.7; (c) Capital
Leases of Equipment and purchase money secured Debt incurred following the
Closing Date to purchase Equipment provided that (i) Liens securing
the same attach only to the Equipment acquired by the incurrence of such Debt,
and (ii) the aggregate amount of such Debt (including Capital Leases)
outstanding does not exceed $25,000,000 at any time; (d) Permitted
Intercompany Debt; (e) Debt consisting of Guaranties which are permitted
by Section 7.12; (f) Debt arising pursuant to Hedging
Agreements entered into in the ordinary course of business and not for
speculative purposes); (g) Debt of any entity existing at the time such
entity is acquired by a Borrower or any Other Subsidiary provided that
such Debt shall not have been incurred in contemplation of such acquisition and
no Borrower shall guaranty or otherwise assume such Debt; (h) Debt owing
by W. R. Grace & Co.-Conn. to ART incurred in a manner consistent with
the joint venture arrangements relating to ART which are in existence on the
Closing Date, (i) Debt (1) incurred after the Petition Date, but
prior to the time at which the initial Revolving Loans are made hereunder, (2) owing
to one or more Other Subsidiaries, and (3) which is repaid with the
proceeds of the initial Loans hereunder, (j) Debt incurred (i) while
no Default or Event of Default has occurred and is continuing, (ii) while
the Obligations exceed $50,000,000 and (iii) owing to one or more Other
Subsidiaries, (k) Debt in an aggregate amount not to exceed $100,000,000,
as 


 

















 


long as such Debt
is secured by any or all COLI and not secured by any assets other than COLI,
and (l) other unsecured Debt not exceeding $25,000,000 in aggregate principal
amount at any time outstanding.  The
aggregate amount of lease payments under synthetic leases entered into by the
Borrowers following the Petition Date shall not exceed $15,000,000.


 


(b)                                 The
definition of “Permitted Lien” is hereby amended by relettering clause (n) thereof
to be clause (o) thereof, and inserting a new clause (n),
immediately prior to the relettered clause (o), which new clause (n) shall
read in its entirety as follows:


 


“(n) Liens on
COLI to the extent such Liens solely secure Debt  permitted by Section 7.13(k) (and
such related obligations).


 


(c)                                  The
definition of “Restricted Investment” is hereby amended by amending clause (k) thereof
to read in its entirety as follows:


 


“(k) Investments,
made while no Default or Event of Default has occurred and is continuing, not
otherwise permitted hereunder by any Borrower in any Other Subsidiary, provided
that (A) (i) immediately prior to and immediately after giving effect
to such Investments, Availability equals or is greater than $82,500,000 or (ii) such
Investments are funded from cash received from Other Subsidiaries (excluding
cash received (x) in payment of trade payables, royalties or similar
payments or interest or (y) as or from proceeds of loans) and (B) after
giving effect to such Investments, the aggregate then outstanding amount of all
such Investments made pursuant to this clause (k) subsequent to the
Amendment No. 1 Closing Date shall not exceed  $60,000,000 in the aggregate on a net annual
cash flow basis cumulatively (it being agreed that only $22,500,000 of this
amount may be invested through transactions which do not require and have not
received approval of the Bankruptcy Court);”


 


2.                                       Representations
and Warranties of Borrower.   Each Borrower represents and warrants that:


 


(a)                                  The
execution, delivery and performance by each Borrower of this Amendment has been
duly authorized by all necessary corporate action required on its part and this
Amendment is a legal, valid and binding obligation of each Borrower enforceable
against each Borrower in accordance with its terms except as the enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and (ii) general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


 


(b)                                 Each
of the representations and warranties contained in the Loan Agreement and the
Loan Documents is true and correct in all material respects on and as of the
date hereof as if made on the date hereof (except to the extent stated to
relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date).


 


2

















 


(c)                                  Upon
the effectiveness of this Amendment, no Event of Default shall have occurred
and be continuing


 


3.                                       Conditions.  This Amendment shall be effective upon
execution by each party hereto.


 


4.                                       Reference
to and Effect Upon the Loan Agreement.


 


(a)                                  Except
as specifically amended above, the Loan Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.


 


(b)                                 Upon
the effectiveness of this Amendment, each reference in the Loan Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall
mean and be a reference to the Loan Agreement as amended hereby.


 


5.                                       Defined
Terms.  Except as otherwise defined
herein, all defined terms herein shall have the meanings ascribed thereto in
the Loan Agreement.


 


6.                                       Governing
Law.  THIS AMENDMENT SHALL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS (PROVIDED THAT PERFECTION ISSUES WITH RESPECT
TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT
OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF NEW YORK TO THE
EXTENT NOT PREEMPTED BY FEDERAL BANKRUPTCY LAWS; PROVIDED THAT THE AGENT AND
THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


7.                                       Headings.  Section headings in this amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


8.                                       Severability.  If any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


 


9.                                       Acceptance of Signatures.  The parties agree that this Amendment will be
considered signed when the signature of a party is delivered by facsimile or
electronic mail transmission.  Such
facsimile or electronic mail signature shall be treated in all respects as
having the same effect as an original signature.


 


10.                                 Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original,
but all such counterparts shall constitute one and the same instrument.


 


3

















 


IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.


 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Edmundo Kahn

  
	
   

  	
  Name: 

  	
  Edmundo Kahn

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  W. R. Grace &
  Co.

  
	
   

  	
  A-1 Bit & Tool
  Co., Inc.

  
	
   

  	
  Alewife Boston Ltd.

  
	
   

  	
  Alewife Land
  Corporation

  
	
   

  	
  Amicon, Inc.

  
	
   

  	
  CB
  Biomedical, Inc.

  
	
   

  	
  CCHP, Inc.

  
	
   

  	
  Coalgrace, Inc.

  
	
   

  	
  Coalgrace II, Inc.

  
	
   

  	
  Creative Food ‘N Fun
  Company

  
	
   

  	
  Darex Puerto
  Rico, Inc.

  
	
   

  	
  Del Taco
  Restaurants, Inc.

  
	
   

  	
  Ecarg, Inc.

  
	
   

  	
  Five Alewife Boston
  Ltd.

  
	
   

  	
  G C Limited Partners
  I, Inc.

  
	
   

  	
  G C
  Management, Inc.

  
	
   

  	
  GEC Management
  Corporation

  
	
   

  	
  GN Holdings, Inc.

  
	
   

  	
  GPC Thomasville Corp.

  
	
   

  	
  Gloucester New Communities
  Company, Inc.

  
	
   

  	
  Grace A-B Inc.

  
	
   

  	
  Grace A-B II Inc.

  
	
   

  	
  Grace Chemical Company
  of Cuba

  
	
   

  	
  Grace Culinary
  Systems, Inc.

  
	
   

  	
  Grace Drilling Company

  
	
   

  	
  Grace Energy
  Corporation

  
	
   

  	
  Grace
  Environmental, Inc.

  
	
   

  	
  Grace Europe, Inc.

  
	
   

  	
  Grace H-G Inc.

  
	
   

  	
  Grace H-G II Inc.

  



 


 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]


 

















 


	
   

  	
  Grace Hotel Services
  Corporation

  
	
   

  	
  Grace International
  Holdings, Inc.

  
	
   

  	
  Grace Offshore Company

  
	
   

  	
  Grace PAR Corporation

  
	
   

  	
  Grace Petroleum Libya
  Incorporated

  
	
   

  	
  Grace Tarpon
  Investors, Inc.

  
	
   

  	
  Grace Ventures Corp.

  
	
   

  	
  Grace
  Washington, Inc.

  
	
   

  	
  W. R. Grace Capital
  Corporation

  
	
   

  	
  W. R. Grace &
  Co.-Conn.

  
	
   

  	
  W. R. Grace Land
  Corporation

  
	
   

  	
  Gracoal, Inc.

  
	
   

  	
  Gracoal II, Inc.

  
	
   

  	
  Guanica-Caribe Land
  Development Corporation

  
	
   

  	
  Hanover Square
  Corporation

  
	
   

  	
  Homco
  International, Inc.

  
	
   

  	
  Kootenai Development
  Company

  
	
   

  	
  L B Realty, Inc.

  
	
   

  	
  Litigation
  Management, Inc.

  
	
   

  	
  Monolith Enterprises,
  Incorporated

  
	
   

  	
  Monroe
  Street, Inc.

  
	
   

  	
  MRA Holdings Corp.

  
	
   

  	
  MRA
  Intermedco, Inc.

  
	
   

  	
  MRA Staffing
  Systems, Inc.

  
	
   

  	
  Remedium
  Group, Inc.

  
	
   

  	
  Southern Oil,
  Resin & Fiberglass, Inc.

  
	
   

  	
  Water Street Corporation, each as a Debtor and a
  Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
  Its Duly Authorized
  Signatory

  



 


 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]


 

















 


	
   

  	
  CC Partners, as a
  Debtor and Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MRA Staffing
  Systems, Inc., a General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CCHP, Inc., a
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Axial Basin Ranch Company, as a Debtor and
  Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Grace A-B
  II, Inc., a General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Grace A-B, Inc., a
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Hayden-Gulch West Coal Company, as a Debtor and
  Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Grace H-G, Inc., a
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  



 


 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]


 

















 


	
   

  	
   

  
	
   

  	
  By:

  	
  Grace H-G
  II, Inc., a General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  H-G Coal Company, as a
  Debtor and Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Coalgrace, Inc., a
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Coalgrace
  II, Inc., a General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  Dewey and Almy, LLC, as
  a Debtor and Debtor-in-Possession

  
	
   

  	
   

  
	
   

  	
  By:

  	
  W. R. Grace &
  Co.-Conn., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Hudson La Force III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  



 


 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]


 

















 


	
   

  	
  THE CIT GROUP/BUSINESS
  CREDIT, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Matthew DeFranco

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
  Address: 

  	
  11 West 42nd Street

  
	
   

  	
   

  	
  New York, New York
  10036

  
	
   

  	
   

  	
  Attention: Matthew
  DeFranco

  
	
   

  	
   

  	
  Facsimile: (212)
  461-7715

  
				



 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]


 

















 


	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
  Address: 

  	
  70 East 55th Street

  
	
   

  	
   

  	
  14th Floor

  
	
   

  	
   

  	
  New York, New York 10022 

  
	
   

  	
   

  	
  Attention: John D.
  Trott 

  
	
   

  	
   

  	
  Facsimile: (212)
  303-0060

  
				



 


[Signature Page to
Amendment No. 7 to


Post-Petition Loan and
Security Agreement]