Looking for an agreement? Search from over 1 million agreements now.
Home > Waiver Agreements/Waivers > Agreement Preview

Waiver To Credit Agreement

This is an actual contract by Huntsman International.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Chemicals
Governing Law: New York, View New York State Laws
Effective Date: April 16, 2009
Search This Document
Execution Copy



WAIVER
TO
CREDIT AGREEMENT



This WAIVER to CREDIT AGREEMENT, dated as of April 16, 2009 (this " Waiver "), is entered into among HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the " Borrower "), and the Revolving Lenders party hereto.



W I T N E S S E T H:



WHEREAS, the Borrower, Deutsche Bank AG New York Branch, as administrative agent, and the financial institutions party thereto as lenders (the " Lenders "), are party to that certain Credit Agreement, dated as of August 16, 2005 (as the same has been heretofore amended, restated, supplemented or otherwise modified, the " Credit Agreement ");



WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Credit Agreement;



WHEREAS, Section 9.1 of the Credit Agreement requires that, unless compliance is waived by the Majority Lenders of the Revolving Facility (the " Majority Revolving Facility Lenders "), the Borrower will not permit for any Test Period ending on the last date of any Fiscal Quarter, the Senior Secured Leverage Ratio to exceed 3.75 to 1.00;



WHEREAS, the Borrower has requested that the Revolving Lenders waive the Borrower92s compliance with Section 9.1 of the Credit Agreement for a specified period of time; and



WHEREAS, the Borrower and the Majority Revolving Facility Lenders agree, subject to the limitations and conditions set forth herein, to such waiver request;



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



Section 1. Waiver



Subject to the satisfaction (or due waiver) of the conditions set forth in Section 2 hereof, the Revolving Lenders party hereto, constituting the Majority Revolving Facility Lenders, hereby waive the Borrower92s compliance with Section 9.1 for the period commencing on the Waiver Effective Date (as defined below) to and including the Revolver Termination Date (the " Waiver Period "); provided , however , that during the Waiver Period, at any time when Revolving Loans or LC Obligations are outstanding (and for this purpose, the term "LC Obligations" shall exclude the Stated Amount of any outstanding and undrawn Letter of Credit for which the Borrower or any Affiliate thereof has provided cash collateral to the Administrative Agent (or the applicable Facing Agent) as security therefor in an amount not less than the Stated Amount of such Letter of Credit), and unless compliance herewith is further waived by the Majority Revolving Facility Lenders, the Borrower will not permit, for any Test Period ending on the last day of any Fiscal Quarter ending during the Waiver Period, the Senior Secured Leverage Ratio to exceed 5.00 to 1.00; provided further that, solely for the purpose of determining compliance with the financial covenant contained in this proviso:








(a) Consolidated EBITDA of the Borrower for any Test Period shall be increased by the sum (without duplication) of any lost profits that are attributable to Hurricanes Gustav and Ike that occurred in 2008 in an amount not to exceed (1) $49,000,000 for the third Fiscal Quarter of 2008 and (2) $18,000,000 for the fourth Fiscal Quarter of 2008 (in each case, to the extent such Fiscal Quarters are included in such Test Period); and



(b) the definition of "Permitted Non-Cash Impairment and Restructuring Charges" shall be modified by replacing the reference to $100,000,000 in clause (ii) thereof with $200,000,000.



Section 2. Conditions Precedent to the Effectiveness of this Waiver



This Waiver shall become effective as of the date first written above (the " Waiver Effective Date ") when, and only when, each of the following conditions precedent shall have been satisfied:



(a) Citigroup Global Markets Inc. (together with any of it affiliates, " Citi ") shall have received (i) this Waiver, duly executed by the Borrower and the Revolving Lenders constituting the Majority Revolving Facility Lenders and (ii) the Consent and Agreement, in the form attached hereto as Exhibit A executed by each of the Subsidiary Guarantors; and



(b) the payment of all fees, costs and expenses as required by clauses (a) and (c) of Section 4 of this Waiver shall have been received by Citi on or prior to the Waiver Effective Date.



Citi shall promptly notify the Borrower and the Revolving Lenders upon the receipt of (i) this Waiver and the Consent and Agreement as required by clause (a) of this Section 2 and (ii) such fees, costs and expenses as required by clause (b) of this Section 2 .



Section 3. Representations and Warranties



On and as of the Waiver Effective Date, after giving effect to this Waiver, the Borrower hereby represents and warrants to each Revolving Lender as follows:



(a) this Waiver has been duly authorized, executed and delivered by the Borrower and each Subsidiary Guarantor, as applicable, and constitutes a legal, valid and binding obligation of the Borrower and each Subsidiary Guarantor, as applicable, enforceable against the Borrower and each Subsidiary Guarantor, as applicable, in accordance with its terms, and the Credit Agreement after giving effect to this Waiver, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms (in each case, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors92 rights and by equitable principles (regardless of whether enforcement is sought in equity or at law));



(b) each of the representations and warranties contained in Article VI of the Credit Agreement and in the other Loan Documents are true and correct as of the Waiver Effective Date, except to the extent such representations and warranties are expressly made as of a specific date, in which event such representations and warranties are true and correct as of such specified date; provided , however , that references therein to the "Credit Agreement" shall be deemed to refer to the Credit Agreement after giving effect to this Waiver; and



(c) no Default or Unmatured Event of Default has occurred and is continuing.



2






Section 4. Fees, Interest and Expenses, etc.



(a) As consideration for the execution of this Waiver, the Borrower agrees to pay to Citi for the account of each Revolving Lender for which Citi shall have received (by facsimile or otherwise) an executed Waiver (or a release from escrow of an executed Waiver previously delivered in escrow for this Waiver) by 12:00 noon (New York time) on April 16, 2009 (or such later date or time as Citi and the Borrower may agree), a waiver fee equal to 0.50% of such Revolving Lender92s Commitment then in effect; provided , that (i) Citi shall have received on or prior to the Waiver Effective Date from each Revolvin
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |