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Delaware
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001-36794
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46-4845564
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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Of Incorporation)
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File Number)
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Identification No.)
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•
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replacing the Total Net Leverage Ratio covenant with a Senior Secured Net Leverage Ratio covenant;
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•
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reducing the minimum levels required by the interest expense coverage ratio covenant; and
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•
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increasing the limits and extending the time period for adding back the benefits of announced cost reduction initiatives in the calculation of Consolidated EBITDA that applies to the financial maintenance covenants listed above.
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10.1
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Amendment No. 2 to the Credit Agreement dated February 19, 2016 by and among The Chemours Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
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10.2
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Letter Agreement dated January 28, 2016 by and between The Chemours Company and E. I. du Pont de Nemours and Company.
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THE CHEMOURS COMPANY
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By:
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/s/ Mark E. Newman
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Mark E. Newman
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Senior Vice President and
Chief Financial Officer
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Date:
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February 23, 2016
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Period
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Ratio
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October 1, 2015, through June 30, 2017
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1.75 to 1.00
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July 1, 2017, through December 31, 2017
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2.00 to 1.00
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January 1, 2018, through June 30, 2018
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2.25 to 1.00
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July 1, 2018, through December 31, 2018
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2.50 to 1.00
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January 1, 2019, and thereafter
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3.00 to 1.00
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Period
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Ratio
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October 1, 2015, through December 31, 2016
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3.50 to 1.00
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January 1, 2017, through June 30, 2017
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3.00 to 1.00
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July 1, 2017, through December 31, 2017
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2.75 to 1.00
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January 1, 2018, through June 30, 2018
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2.50 to 1.00
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July 1, 2018, through December 31, 2018
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2.25 to 1.00
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January 1, 2019, and thereafter
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2.00 to 1.00
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THE CHEMOURS COMPANY
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By
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/s/ Sameer Ralhan
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Name: Sameer Ralhan
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Title: Treasurer
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JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
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By
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/s/ Peter S. Predun
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Name: Peter S. Predun
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Title: Executive Director
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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Bank of America, N.A.
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By
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/s/ Chris DiBiase
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Name: Chris DiBiase
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Title: Director
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For those Lenders requiring a second signature:
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By
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Name:
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Title:
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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THE BANK OF TOKYO-MITSUBISHI UFG, LTD:
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By
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/s/ Mustafa Kahn
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Name: Mustafa Kahn
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Title: Director
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution: Barclays Bank PLC
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By
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/s/ Ronnie Glenn
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Name: Ronnie Glenn
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Title: Vice President
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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BNP Paribas:
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By
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/s/ Michael Pearce
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Name: Michael Pearce
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Title: Managing Director
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By
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/s/ Michael Hoffman
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Name: Michael Hoffman
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Title: Vice President
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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Citibank, N.A.
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By
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/s/ John Tucker
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Name: John Tucker
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Title: Vice President
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For those Lenders requiring a second signature:
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By
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Name:
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Title:
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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By
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/s/ Bill O’Daly
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Name: BILL O’DALY
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Title: AUTHORIZED SIGNATORY
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For those Lenders requiring a second signature:
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By
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/s/ Max Wallins
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Name: Max Wallins
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Title: Authorized Signatory
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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GOLDMAN SACHS BANK USA
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By
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/s/ Jerry Li
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Name: JERRY LI
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Title: AUTHORIZED SIGNATORY
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For those Lenders requiring a second signature:
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By
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Name:
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Title:
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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HSBC Bank USA, N.A.
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By
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/s/ Richard Dalton
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Name: Richard Dalton
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Title: Director
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For those Lenders requiring a second signature:
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By
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Name:
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Title:
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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Mizuho Bank, Ltd.
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By
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/s/ Donna DeMagistris
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Name: Donna DeMagistris
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Title: Authorized Signatory
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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ROYAL BANK OF CANADA
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By
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/s/ James F. Disher
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Name: James F. Disher
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Title: Authorized Signatory
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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SANTANDER BANK, N.A.
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By
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/s/ William Maag
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Name: William Maag
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Title: Managing Director
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LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE CREDIT AGREEMENT DATED AS OF MAY 12, 2015, AMONG THE CHEMOURS COMPANY, THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
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Name of Institution:
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Toronto Dominion (New York) LLC
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By
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/s/ Rayan Karim
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Name: Rayan Karim
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Title: Authorized Signatory
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For those Lenders requiring a second signature:
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By
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Name:
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Title:
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(1)
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Without changing the terms of the MSA, including without limitation the terms of Section 2.13 of the MSA, neither party shall be obligated to pay the other any of the amounts contemplated by Section 2.13. For the avoidance of doubt, and in furtherance and not in limitation of the foregoing (a) neither Dupont nor Chemours shall be obligated to pay any amount with respect to the Preliminary Cash Adjustment under Sections 2.13(b)(vi)(A) and 2.13(b)(vii) of the MSA; (b) Chemours shall not be obligated to pay any amount with respect to the Final GCAP Cash-Comparable Items Adjustment Amount under Sections 2.13(c)(v) and 2.13(c)(vi) of the MSA; and (c) neither DuPont nor Chemours shall be obligated to pay any interest on the amounts set forth in the preceding clauses (a) and (b), which would otherwise be contemplated by Section 2.13(d) of the MSA.
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(2)
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DuPont and Chemours will promptly finalize in good faith, on customary market terms and conditions, advance purchases by DuPont of specified services and materials under existing agreements with Chemours, in an amount equal to approximately $190 million.
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(3)
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The parties agree and acknowledge that the foregoing understandings are contingent upon the entry by Chemours into the Facility Amendments.
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(4)
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The parties each hereby represent and warrant that they have all requisite power and authority to enter into this letter agreement and to perform their respective obligations hereunder, including the approval of their respective Boards of Directors.
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(5)
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The parties agree to keep this letter agreement and the discussions related thereto and any materials received in connection herewith strictly confidential, other than as required to be disclosed under law (it being agreed and acknowledged that Chemours intends to, following its entering into definitive agreements with its lenders to effectuate the Facility Amendments, disclose this letter agreement in compliance with its disclosure obligations under the federal securities laws), and provided that the parties may share this letter agreement with their representatives and counsel, in each case on the condition that such parties agree to keep the terms of this letter agreement confidential, and that Chemours may share with its lenders solely to the extent necessary to facilitate the Facility Amendments. The parties further agree that they will cooperate and consult in advance and in good faith regarding any disclosure required by federal securities laws.
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(6)
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Except as expressly set forth in this letter agreement, neither DuPont nor Chemours waives, and each of DuPont and Chemours hereby expressly reserves, all of its rights and remedies, including, without limitation, with respect to the MSA.
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