Definition of PMC Settlement


PMC Settlement means the settlement of certain claims relating to the asset purchase agreement (the "PMC APA") entered into by the Company and PMC Biogenix, Inc. ("PMC") prior to the Petition Date, pursuant to which the Company sold its oleochemicals business and certain related assets to PMC, pursuant to which settlement (i) the value of a subordinated unsecured promissory note in the original principal amount of $10,000,000 owed by PMC to the Company shall be fixed (the "PMC Note Value"); (ii) the amount of PMC's claim for amounts due and owing by Great Lakes Chemical Corporation ("GLCC") to PMC in connection with certain products sold and delivered on various dates prior to the Petition Date by PMC to GLCC (the "GLCC Trade Receivables") shall be fixed at $7,782; (iii) the amount of PMC's claim for amounts due and owing by the Company to PMC in connection with certain products sold and delivered on various dates prior to the Petition Date by PMC to the Company (the "Chemtura Trade Receivables") shall be fixed; (iv) the amount of the Company's claims for amounts due and owing by PMC to the Company in connection with the parties' ongoing business relationship (the "Chemtura Trade Payables") shall be fixed; (v) PMC's claims against the Company specified in the proof of claim (No. 392) filed in the Cases on account of alleged breaches of representations and warranties under the PMC APA, for rejection of the PMC APA and for prepetition and postpetition interest allegedly arising from the PMC APA shall be deemed an allowed unsecured claim in the amount of $5,500,000 (the "Initial PMC Allowed Chemtura Claim"); (vi) the PMC APA shall be deemed rejected under and pursuant to section 365(a) of the Bankruptcy Code; (vii) the amount of the Initial PMC Allowed Chemtura Claim shall be set off against the PMC Note Value, resulting in a net obligation of PMC to the Company of $3,209,810 for which PMC shall issue a new subordinated unsecured promissory note in like principal amount; (viii) the amount of the GLCC Trade Receivables shall be allowed as a general unsecured claim against GLCC; (ix) the amount of the Chemtura Trade Receivables shall be set off against the amount of the Chemtura Trade Payables, resulting in net obligation of the Company to PMC of $70,777.26, to be allowed against the Company as an administrative expense priority claim; (x) the subordinated secured promissory note in the original principal amount of $5,000,000 owed by PMC to the Company as of the Petition Date shall remain in full force and effect; and (xi) PMC and the Company shall execute a mutual release.