EXECUTION COUNTERPART
Exhibit 10.1
AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF JUNE 18, 2004
AMONG
ETHYL CORPORATION
as Borrower,
THE LENDERS LISTED HEREIN,
as Lenders,
SUNTRUST BANK,
as Administrative Agent,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,
LASALLE BANK, NATIONAL ASSOCATION,
as Documentation Agent
and
SUNTRUST CAPITAL MARKETS, INC.,
as Lead Arranger and Book Manager
TABLE OF CONTENTS
Page No.
EXHIBITS
I
FORM OF NOTICE OF BORROWING
II
FORM OF NOTICE OF CONVERSION/CONTINUATION
III
FORM OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT
IV
FORM OF REVOLVING NOTE
V
FORM OF SWING LINE NOTE
VI
FORM OF COMPLIANCE CERTIFICATE
VII-A
FORM OF OPINION OF GENERAL COUNSEL FOR LOAN PARTIES
VII-B
FORM OF OPINION OF SPECIAL COUNSEL FOR LOAN PARTIES
VIII
RESERVED
IX
FORM OF ASSIGNMENT AGREEMENT
X
FORM OF FINANCIAL CONDITION CERTIFICATE
XI
RESERVED
XII
FORM OF SUBSIDIARY GUARANTY
XIII
FORM OF SECURITY AGREEMENT
XIV
FORM OF MORTGAGE
XV
FORM OF COLLATERAL ACCESS AGREEMENT
XVI
CLOSING MEMORANDUM
SCHEDULES
1.1A
PERMITTED SUBSIDIARY REORGANIZATION
2.1
LENDERS' COMMITMENTS AND PRO RATA SHARES
3.1
EXISTING LETTERS OF CREDIT
4.1C
CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT
4.1E
FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS
4.1K
CLOSING DATE ENVIRONMENTAL REPORTS
4.1M
CLOSING DATE MORTGAGED PROPERTIES
5.1
SUBSIDIARIES OF BORROWER
5.5B
REAL PROPERTY
5.5C
INTELLECTUAL PROPERTY
5.6
LITIGATION
5.8
MATERIAL CONTRACTS
5.13
ENVIRONMENTAL MATTERS
7.1
CERTAIN EXISTING INDEBTEDNESS
7.2
CERTAIN EXISTING LIENS
7.3
CERTAIN EXISTING INVESTMENTS
7.4
CERTAIN EXISTING CONTINGENT OBLIGATIONS
7.7
CERTAIN ASSET SALES
7.9
CERTAIN RELATED TRANSACTIONS
7.10
CERTAIN SALES AND LEASE-BACKS
2
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 18, 2004 and
entered into by and among ETHYL CORPORATION, a Virginia corporation (together
with its successors and permitted assigns, "Borrower"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and collectively as "Lenders"), SUNTRUST BANK ("SunTrust"),
as administrative agent for Lenders (in such capacity, "Administrative Agent"),
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), as Syndication Agent and
LASALLE BANK NATIONAL ASSOCIATION ("LASALLE") as Documentation Agent;
capitalized terms used herein and not otherwise defined have the meanings set
forth in Article I below;
R E C I T A L S
WHEREAS, Borrower, certain banks and financial institutions from time to time
parties thereto, and Credit Suisse First Boston, acting through its Cayman
Islands branch, are parties to that certain Credit Agreement, dated as of April
30, 2003 (as heretofore amended, the "Existing Credit Agreement");
WHEREAS, on the Effective Date, immediately prior to the effectiveness of this
Agreement, the Effective Date Assignment Agreements were executed, delivered and
performed by the parties thereto;
WHEREAS, pursuant to the Resignation and Assignment Agreement, the Original
Administrative Agent is tendering its notice of resignation as Administrative
Agent and Swing Line Lender simultaneously with the execution of this Agreement,
and the Lenders wish to appoint SunTrust as Administrative Agent and Swing Line
Lender, pursuant to Section 1A of this Agreement;
WHEREAS, Borrower contemplates consummating the Permitted NewMarket
Reorganization immediately after