EXHIBIT 1.1(I)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(J)
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JOINDER AGREEMENT
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE
EXHIBIT 1.1(P)(1)
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PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
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PLEDGE AGREEMENT
EXHIBIT 1.1(S)
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SECURITY AGREEMENT
EXHIBIT 2.4.1
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LOAN REQUEST
EXHIBIT 2.4.2
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SWING LOAN REQUEST
EXHIBIT 2.5
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LENDER JOINDER
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
vii
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of March 8, 2010, and is made by and among OM GROUP,
INC., a Delaware corporation (the "Borrower"), each of the GUARANTORS (as
hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
under this Agreement (hereinafter referred to in such capacity as the
"Administrative Agent").
The Borrower, the Guarantors, certain of the Lenders, and PNC, as successor
to National City Bank, are parties to that certain Revolving Credit Agreement
dated December 20, 2005, as amended (the "Existing Credit Agreement"), pursuant
to which the lenders thereunder have made available to the Borrower a revolving
credit facility in the amount of $100,000,000.
The Borrower has requested the Lenders to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$250,000,000, and in connection therewith, amend and restate the Existing Credit
Agreement. In consideration of their mutual covenants and agreements hereinafter
set forth and intending to be legally bound hereby, the parties hereto covenant
and agree that the Existing Credit Agreement shall be, and it hereby is, amended
and restated in its entirety to provide as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere
in this Agreement, the following words and terms shall have the following
meanings, respectively, unless the context hereof clearly requires otherwise:
Acquisition shall mean the acquisition by OMG Energy Holdings, Inc. of
substantially all the ownership interests of EaglePicher Technologies in
accordance with the terms of the Equity Purchase Agreement.
Acquisition Documents shall mean the Equity Purchase Agreement and all
other instruments, certificates or documents delivered or contemplated to be
delivered thereunder or in connection therewith, as the same may be supplemented
or amended from time to time in accordance herewith.
Additional Costs shall mean in relation to any Loan that is
denominated in Euros or pounds sterling for any Interest Period, the cost as
calculated by each Lender in accordance with Schedule 1.1(C) of compliance with
the mandatory liquid assets requirements or other reserve, special deposit,
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (or its applicable lending office)
of the Bank of England, the European Central Bank or other applicable central
bank or similar authority, as applicable, during that Interest Period.
Administrative Agent shall mean PNC Bank, National Association, and
its successors and assigns.
Administrative Agent's Fee shall have the meaning specified in
Section