Exhibit 10.1
FIRST AMENDMENT TO SECOND
AMENDED
AND RESTATED REVOLVING CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this “
Amendment ”), is made and entered into as of
September 26, 2008, by and among NEWMARKET CORPORATION, a
Virginia corporation (“ NewMarket ”), the
several banks and other financial institutions party hereto and
SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the “ Administrative Agent
”).
WITNESSETH
:
WHEREAS, NewMarket, the several
banks and other financial institutions from time to time party
thereto (collectively, the “ Lenders ”),,
PNC Bank, National Association, in its capacity as Documentation
Agent for the Lenders, General Electric Capital Corporation and
Bank of America, N.A., in their capacities as Co-Syndication Agents
for the Lenders, and the Administrative Agent are parties to a
certain Second Amended and Restated Credit Agreement, dated as of
December 21, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in
the Credit Agreement), pursuant to which the Lenders have made
certain financial accommodations available to NewMarket;
and
WHEREAS, the Lenders, at the request
of NewMarket, have agreed to make certain modifications to the
Credit Agreement, all on the terms, and subject to the conditions,
set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the sufficiency and receipt of all of which
are acknowledged, NewMarket, the Lenders and the Administrative
Agent agree as follows:
1. Amendments
.
(a) Section 6.2 of the Credit
Agreement is hereby amended by replacing such section with the
following:
Section 6.2 Fixed Charge
Coverage Ratio. The
Borrower will maintain, as of the end of each Fiscal Quarter,
commencing with the Fiscal Quarter ending December 31, 2008, a
Fixed Charge Coverage Ratio of not less than 1.15:1.00.
2. Consent of Lenders
. The Required Lenders, by their execution and delivery hereof,
consent to the amendment and restatement of Section 6.2 Fixed
Charge Coverage Ratio as specified above.
3. Conditions to Effectiveness
of this Amendment . Notwithstanding any other provision of
this Amendment and without affecting in any manner the rights of
the Lenders hereunder, it is understood and agreed that this
Amendment shall not become effective, and the NewMarket shall have
no rights under this Amendment, until the Administrative Agent
shall have received executed counterparts to this Amendment from
NewMarket, each of the Subsidiary Loan Parties and the Required
Lenders.
4. Representations and
Warranties . To induce the Lenders and the Administrative
Agent to enter into this Amendment, NewMarket hereby represents and
warrants to the Lenders and the Agent that:
(a) The execution, delivery and
performance by each Loan Party of this Amendment (i) are
within such Loan Party’s organizational powers and authority;
(ii) have been duly authorized by all necessary organizational
action; (iii) do not violate any Requirements of Law
applicable to NewMarket or any of its Subsidiaries, the
Organizational Documents of NewMarket or any of its Restricted
Subsidiaries or any judgment, order or ruling of any Government
Authority (iv) will not conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of NewMarket or any of its
Subsidiaries, (v) will not violate or result in a default
under any material indenture, material agreement or other material
instrument binding on NewMarket or any of its Restricted
Subsidiaries or any of its assets or give rise to a right
thereunder to require any payment to be made by NewMarket or any of
its Restricted Subsidiaries or (vi) will not result in the
creation or imposition of any Lien on any asset of NewMarket or any
of its Restricted Subsidiaries (other than any Liens created under
the Loan Documents).
(b) This Amendment has been duly
executed and delivered by each Loan Party and constitutes a valid
and binding obligation of each Loan Party, enforceable against such
Loan Party in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity; and
(c) The representations and
warranties contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects, and no
Default or Event of Default has occurred
