exv10w6






Exhibit 10.6




EXECUTION COPY




THIRD AMENDMENT

TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT




     THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT (this “Third
Amendment”) is dated as of November 14, 2008 and is entered into by and among AZ CHEM US
INC., a Delaware corporation (the “U.S. Borrower”), ARIZONA CHEMICAL AB, a limited
liability company organized under the laws of Sweden (“European Borrower”), GOLDMAN SACHS
CREDIT PARTNERS L.P. (“GSCP”), as Administrative
Agent (“Administrative Agent”), acting
with the consent of the Requisite Lenders and, for purposes of Section IV hereof, the
GUARANTORS listed on the signature pages hereto, and is made with reference to that certain
FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 28, 2007 (as amended through
the date hereof, the “Credit Agreement”; as it may be further amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms) by and among
the Borrowers, ARIZONA CHEM SWEDEN HOLDINGS AB, a limited liability company organized under
the laws of Sweden, the subsidiaries of Holdings named therein, the Lenders, the
Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized
terms used herein without definition shall have the same meanings herein as set forth in
the Credit Agreement after giving effect to this Third Amendment.



RECITALS




     WHEREAS, the Credit Parties have requested that Requisite Lenders agree to amend
certain provisions of the Credit Agreement as provided herein in order to, among other
things, increase the maximum aggregate amount of Consolidated Capital Expenditures
permitted under the Credit Agreement for the Fiscal Years ending December 31, 2008,
December 31, 2009, December 31, 2010 and December 31, 2011; and



     WHEREAS, subject to certain conditions, Requisite Lenders are willing to agree to such
amendments relating to the Credit Agreement.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENTS TO CREDIT AGREEMENT





	1.1	 	Amendments to Section 1: Definitions.





     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions
in proper alphabetical sequence:




     “Additional CapEx Amount” shall have the meaning assigned to such term in
Section 6.7(c).




     “Third Amendment” means that certain Third Amendment to First Lien Credit and
Guaranty Agreement dated as



 









 







of November 14, 2008, among the Borrowers, Holdings, the Administrative Agent and
the financial institutions and the Guarantors listed on the signature pages
thereto.




     “Third Amendment Effective Date” means the date of
satisfaction of the conditions referred to in Section II of the
Third Amendment.



     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the following
definition in its entirety and replacing it with the following definition:




     “Consolidated Excess Cash Flow” means, for any period, an
amount (if positive) equal to: (i) the sum, without duplication,
of the amounts for such period of (a) Consolidated Adjusted
EBITDA, plus (b) the Consolidated Working Capital Adjustment
(other than any changes in Consolidated Working Capital that
result from the consummation of a Permitted Acquisition), minus
(ii) the sum, without duplication, of the amounts for such period
paid in cash from operating cash flow of (a) scheduled repayments
of Indebtedness for borrowed money (excluding repayments of
Revolving Loans or Swing Line Loans except to the extent the
Revolving Commitments are permanently reduced in connection with
such repayments), (b) Consolidated Capital Expenditures (net of
any proceeds of (x) any related financings with respect to such
expenditures, (y) any sales of assets used to finance such
expenditures and (z) any expenditures in excess of the Base CapEx
Amount made with cash proceeds from a capital contribution to
Holdings), (c) Consolidated Interest Expense, (d) repayments of
Indebtedness pursuant to any Capital Leases, (e) Transaction Costs
incurred and paid in the period (to the extent expensed) in an
aggregate amount since the Closing Date not to exceed $22,000,000,
(f) Restricted Junior Payments permitted pursuant to Sections
6.4(b) and (e), (g) management fees paid in such period (to the
extent not added back in a prior period) in an amount not to
exceed $2,000,000 per Fiscal Year, (h) all other Cash items that
were added back in arriving at Consolidated Adjusted EBITDA for
such period and (i) provisions for current taxes based on income
of Holdings and its Subsidiaries and payable in cash with respect
to such period.




	1.2	 	Amendment to Section 5.1. Section 5.1(c) of the Credit Agreement is hereby amended by
replacing the parenthetical immediately following the words “Compliance Certificate” appearing
therein in its entirety and replacing it with the following parenthetical:






     (which Compliance Certificate shall also set forth (i) the
aggregate amount of Sponsor Purchases outstanding on the date of
the applicable Compliance Certificate and (ii) the aggregate



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amount of capital expenditures made with the Additional CapEx Amount (as
defined in Section 6.7(c)) during the applicable Fiscal Quarter, a
description of the capital expenditures made with the Additional CapEx
Amount during the applicable Fiscal Quarter and the aggregate amount of the
capital expenditures made with the Additional CapEx Amount on or prior to
the date of the applicable Compliance Certificate; provided that the
foregoing clause (ii) shall not be construed to require Holdings to provide
commercially sensitive information to the Administrative Agent and Lenders)




	1.3	 	Amendment to Section 6.7. Section 6.7(c) of the Credit Agreement is hereby amended by adding
the following paragraph after the grid appearing therein:






     In addition to the Base CapEx Amount (and the amount of the
Carryforward, if any), the amount of Consolidated Capital
Expenditures permitted hereunder shall be increased by the amount
of cash proceeds received from one or more capital contributions
to Holdings during the Fiscal Years ending December 31, 2008,
December 31, 2009, December 31, 2010 and December 31, 2011 (the
“Additional CapEx Amount”); provided that (i) the Additional CapEx
Amount in any one Fiscal Year or combination of Fiscal Years shall
not exceed $35,000,000 in the aggregate and (ii) the cash proceeds
of a capital contribution that increases the permitted amount of
Consolidated Capital Expenditures pursuant to the foregoing shall
not constitute a Cure Amount pursuant to Section 6.7(e).



SECTION II. CONDITIONS TO EFFECTIVENESS




     This Third Amendment shall become effective as of the date hereof only upon the
satisfaction of all of the following conditions precedent:



     A. Execution. The Administrative Agent shall have received (i) a counterpart
signature page of this Third Amendment duly executed by each of the Credit Parties and (ii)
the consent and authorization from the Requisite Lenders to execute this Third Amendment on
their behalf.



     B. Expenses. The Administrative Agent shall have received, to the extent
invoiced, reimbursement or other payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrowers hereunder or any other Credit Document.



     C. Necessary Consents. Each Credit Party shall have obtained all material consents
necessary or advisable in connection with the transactions contemplated by this Third
Amendment.



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     D. Other Documents. The Administrative Agent and Lenders shall have received such
other documents, information or agreements regarding the Credit Parties as the
Administrative Agent may reasonably request.



SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders to enter into this Third Amendment and to amend the Credit
Agreement in the manner provided herein, each Credit Party which is a party hereto
represents and warrants to each Lender that the following statements are true and correct
in all material respects:



     A. Corporate Power and Authority. Each Credit Party, which is party hereto, has
all requisite power and authority to enter into this Third Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Third Amendment (the “Amended Agreement”) and the other Credit Documents.



     B. Authorization of Agreements. The execution and delivery of this Third
Amendment and the performance of the Amended Agreement and the other Credit Documents have
been duly authorized by all necessary action on the part of each Credit Party that is a
party thereto.



     C. No Conflict. The execution and delivery by each Credit Party of this Third
Amendment and the performance by each Credit Party of the Amended Agreement and the other
Credit Documents do not and will not (i) violate (A) any provision of any law, statute,
rule or regulation, or of the certificate or articles of incorporation or partnership
agreement, other constitutive documents or by-laws of Holdings, the Borrowers or any Credit
Party or (B) any applicable order of any court or any rule, regulation or order of any
Governmental Authority, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under any Contractual Obligation
of the applicable Credit Party, where any such conflict, violation, breach or default
referred to in clause (i) or (ii) of this Section III.C., individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted
under the Amended Agreement, result in or require the creation or imposition of any Lien
upon any of the properties or assets of each Credit Party (other than any Liens created
under any of the Credit Documents in favor of the Administrative Agent on behalf of
Lenders), or (iv) require any approval of stockholders or partners or any approval or
consent of any Person under any Contractual Obligation of each Credit Party, except for
such approvals or consents which will be obtained on or before the Third Amendment
Effective Date and except for any such approvals or consents the failure of which to obtain
will not have a Material Adverse Effect.



     D. Governmental Consents. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be required in
connection with the execution and delivery by each Credit Party of this Third Amendment and
the performance by the Borrowers and Holdings of the Amended Agreement and the other Credit
Documents, except for such actions, consents and approvals the failure to obtain or make
which could not



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reasonably be expected to result in a Material Adverse Effect or which have been obtained and are
in full force and effect.



     E. Binding Obligation. This Third Amendment and the Amended Agreement have been
duly executed and delivered by each of the Credit Parties party thereto and each
constitutes a legal, valid and binding obligation of such Credit Party to the extent a
party thereto, enforceable against such Credit Party in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors’ rights generally and except as enforceability may
be limited by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



     F. Incorporation of Representations and Warranties from Credit Agreement. The
representations and warranties contained in Section 4 of the Amended Agreement are and will
be true and correct in all material respects (provided that if any representation or
warranty is by its terms qualified by concepts of materiality, such representation shall be
true and correct in all respects) on and as of the Third Amendment Effective Date to the
same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they
were true and correct in all material respects on and as of such earlier date.



     G. Absence of Default. No event has occurred and is continuing or will result
from the consummation of the transactions contemplated by this Third Amendment that would
constitute an Event of Default or a Default.



SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of
the Credit Agreement and this Third Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Third Amendment. Each Guarantor hereby confirms that
each Credit Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest
extent possible in accordance with the Credit Documents the payment and performance of all
“Obligations” under each of the Credit Documents to which it is a party (in each case as
such terms are defined in the applicable Credit Document).



     Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is
a party or otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of this Third Amendment. Each Guarantor represents and
warrants that all representations and warranties contained in the Amended Agreement and the
Credit Documents to which it is a party or otherwise bound are true and correct in all
material respects (provided that if any representation or warranty is by its terms
qualified by concepts of materiality, such representation shall be true and correct in all
respects) on and as of the Third Amendment Effective Date to the same extent as though made
on and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and correct in all
material respects on and as of such earlier date.



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     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Third Amendment, such Guarantor is not required by the
terms of the Credit Agreement or any other Credit Document to consent to the amendments to
the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the
Credit Agreement, this Third Amendment or any other Credit Document shall be deemed to
require the consent of such Guarantor to any future amendments to the Credit Agreement.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Credit Agreement and the Other Credit Documents.




     (i) On and after the Third Amendment Effective Date, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of
like import referring to the Credit Agreement, and each reference in the other
Credit 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 Third Amendment.




     (ii) Except as specifically amended by this Third Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect and
are hereby ratified and confirmed.




     (iii) The execution, delivery and performance of this Third Amendment
shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Credit Documents.



     B. Headings. Section and Subsection headings in this Third Amendment are included
herein for convenience of reference only and shall not constitute a part of this Third
Amendment for any other purpose or be given any substantive effect.



     C. Applicable Law. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.



     D. Counterparts. This Third Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.



     E. Waiver. The Borrowers and each other Credit Party hereby waive, release,
remise and forever discharge Administrative Agent, Lenders and each other Indemnitee from
any and all claims, suits, actions, investigations, proceedings or demands arising out of
or in connection with



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the Credit Agreement, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law of any kind or character, known or unknown,
which the Borrowers or any other Credit Party ever had, now has or might hereafter have against
Administrative Agent or Lenders which relates, directly or indirectly, to any acts or omissions of
Administrative Agent, Lenders or any other Indemnitee on or prior to the date hereof.



[Remainder of this page intentionally left blank.]





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     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
written above.



	 	 	 	 	 
	BORROWERS: 	 AZ CHEM US INC.

 	 
	 	By:  	/s/ Glenda K. Haynes
 	 
	 	 	Name:  	Glenda K. Haynes 	 
	 	 	Title:  	Vice President/Treasurer 	 
	 
	 	ARIZONA CHEMICAL AB

 	 
	 	By:  	/s/ Cornelius Verhaar
 	 
	 	 	Name:  	Cornelius Verhaar 	 
	 	 	Title:  	Chairman 	 
	 
	GUARANTORS: 	THE U.S. GUARANTORS:



AZ CHEM US HOLDINGS INC.

 	 
	 	By:  	/s/ Glenda K. Haynes
 	 
	 	 	Name:  	Glenda K. Haynes 	 
	 	 	Title:  	Vice President/Treasurer 	 
	 
	 	ARIZONA CHEMICAL COMPANY, LLC

 	 
	 	By:  	/s/ Glenda K. Haynes
 	 
	 	 	Name:  	Glenda K. Haynes 	 
	 	 	Title:  	Vice President/Treasurer 	 
	 
	 	ARIZONA ARBORIS, INC.

 	 
	 	By:  	/s/ Glenda K. Haynes
 	 
	 	 	Name:  	Glenda K. Haynes 	 
	 	 	Title:  	Vice President/Treasurer 	 



 









 







	 	 	 	 	 
	 	THE NON-U.S. GUARANTORS:



Sweden:

ARIZONA CHEM SWEDEN HOLDINGS AB

 	 
	 	By:  	/s/ Cornelius Verhaar
 	 
	 	 	Name:  	Cornelius Verhaar 	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE AB

 	 
	 	By:  	/s/ Cornelius Verhaar
 	 
	 	 	Name:  	Cornelius Verhaar 	 
	 	 	Title:  	Chairman 	 
	 
	 	ARIZONA CHEM SWEDEN FINANCE KB

 	 
	 	By:  	/s/ Cornelius Verhaar
 	 
	 	 	Name:  	Cornelius Verhaar 	 
	 	 	Title:  	Chairman Arizona Chemical AB

(General Partner)	 
	 
	 	Finland:

ARIZONA CHEMICAL OY

 	 
	 	By:  	/s/ Juhani Tuovinen
 	 
	 	 	Name:  	Juhani Tuovinen 	 
	 	 	Title:  	Chairman 	 
	 
	 	Luxembourg:

AZ CHEM LUXEMBOURG FINANCE S.À.R.L.

 	 
	 	By:  	/s/ Sebastien Mazella di Bosco
 	 
	 	 	Name:  	Sebastien Mazella di Bosco 	 
	 	 	Title:  	Manager 	 



 









 







	 	 	 	 	 
	 	The Netherlands:

ARIZONA CHEMICAL B.V.

 	 
	 	By:  	/s/ Juhani Tuovinen
 	 
	 	 	Name:  	Juhani Tuovinen 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ARIZONA CHEMICAL FINANCE B.V.

 	 
	 	By:  	/s/ Juhani Tuovinen
 	 
	 	 	Name:  	Juhani Tuovinen 	 
	 	 	Title:  	Director 	 
	 
	 	United Kingdom:

AZ CHEM UK LIMITED

 	 
	 	By:  	/s/ Graeme Wilson
 	 
	 	 	Name:  	Graeme Wilson 	 
	 	 	Title:  	Director 	 
	 
	 	ARIZONA CHEMICAL LTD.

 	 
	 	By:  	/s/ Graeme Wilson
 	 
	 	 	Name:  	Graeme Wilson 	 
	 	 	Title:  	Director 	 



 









 







	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

As Administrative Agent

 	 
	 	By:  	/s/ John Darmanin
 	 
	 	 	John Darmanin

Authorized Signatory