EXHIBIT 4.2
WAIVER NO. 1 dated as of June 30,
2001 (this "Waiver"), to the FIVE-YEAR
CREDIT AGREEMENT, dated as of October 28,
1999, among CROMPTON CORPORATION (formerly
CK Witco Corporation), the Eligible
Subsidiaries referred to therein, the
BANKS listed on the signature pages
thereof, THE CHASE MANHATTAN BANK, as
Syndication Agent, CITIBANK, N.A., as
Administrative Agent, BANK OF AMERICA,
N.A. and DEUTSCHE BANK SECURITIES INC., as
Co-Documentation Agents.
WHEREAS, the Company, the Eligible Subsidiaries,
certain Banks, the Co-Documentation Agents, the Syndication
Agent and the Administrative Agent are parties to the FIVE-
YEAR Credit Agreement dated as of October 28, 1999 (the
"Credit Agreement");
WHEREAS, the Borrower has requested that the
Banks waive compliance with Section 5.07(a) of the Credit
Agreement as set forth herein;
WHEREAS, the undersigned Banks are willing, on
the terms and subject to the conditions set forth herein,
to waive such compliance;
WHEREAS, capitalized terms used but not defined
herein have the meanings assigned to them in the Credit
Agreement as amended hereby;
NOW, THEREFORE, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Waiver of Section 5.07(a) of the
Credit Agreement. The Required Banks hereby waive
compliance by the Borrower with Section 5.07(a) of the
Credit Agreement for the period from and including June 30,
2001 through and including September 29, 2001 (the "Waiver
Period"); provided that the foregoing waiver will terminate
and cease to be of any force or effect on September 30,
2001.
SECTION 2. Representations and Warranties.
(a) The representations and warranties set forth in
Article 4 of the Credit Agreement, as amended by this
Waiver, shall be deemed to have been repeated in this
Waiver on and as of the date hereof, with all references to
"this Agreement" being deemed to refer to the Credit
Agreement as amended by this Waiver.
(b) The reference to "June 26, 1999" in Section
4.04(b) shall be deemed to refer to "March 31, 2001".
(c) The reference to "Company's S-4" in Section 4.05
and Section 4.07 shall be deemed to refer to "Company's
annual report, as filed on March 28, 2001 with the
Securities and Exchange Commission and the Company's
quarterly report, as filed on May 14, 2001 with the
Securities and Exchange Commission".
SECTION 3. Effectiveness. This Waiver shall
become effective as of June 30, 2001, at such time as the
Syndication Agent shall have received counterparts hereof,
duly executed and delivered by the Borrower and the
Required Lenders.
SECTION 4. Amendment Fee. The Borrower agrees
to pay to each Bank that executes and delivers a copy of
this Waiver at or prior to 5:00 p.m., New York City time,
on July 13, 2001 (the "Return Date") an amendment fee (the
"Amendment Fee") in an amount equal to 0.05% of such Bank's
Commitment (whether used or unused) as of the Return Date.
The Amendment Fee shall be payable on the Return Date.
SECTION 5. Applicable Law. This Waiver shall be
construed in accordance with and governed by the law of the
State of New York.
SECTION 6. Counterparts. This Waiver may be
executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken
together shall constitute but one contract. Delivery of an
executed counterpart of a signature page of this Waiver by
facsimile transmission shall be as effective as delivery of
a manually executed counterpart hereof.
SECTION 7. Expenses. The Company shall
reimburse the Agents for their expenses in connection with
this Waiver as provided in Section 11.03(a) of the Credit
Agreement.
IN WITNESS WHEREOF, the Borrower, the
Administrative Agent and the undersigned Banks have caused
this Amendment to be duly executed by their duly authorized
officers, all as of the date first above written.
CROMPTON CORPORATION,
By
/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
& Treasurer
CITIBANK, N.A., individually and
as Administrative Agent,
By
/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK,
individually and as Syndication
Agent,
By
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Principal
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Director
By
/s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By
/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
ABN AMRO BANK N.V.
By
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
By
/s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
MELLON BANK, N.A.
By
/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By
/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By
/s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: Vice President
FORTIS (USA) FINANCE LLC
By
/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
By
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: SMD
BANK OF TOKYO-MITSUBISHI TRUST CO.
By
/s/ X. Xxxxxxxx
Name: X. Xxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
WESTDEUTSCHE LANDESBANK
By
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
By
/s/ Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Managing Director
Credit Department
INTESABCI NEW YORK BRANCH
By
/s/ X. Xxxxxx
Name: X. Xxxxxx
Title: Vice President
By
/s/ X. Xxxxxxxxx
Name: X. Xxxxxxxxx
Title: Vice President
SUNTRUST BANK
By
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: AVP
BANCA NAZIONALE DEL LAVORA S.P.A.
NEW YORK BRANCH
By
/s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: First Vice President
By
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
BANCA MONTE DEI PASCHI DI SIENA
S.P.
By
/s/ Giulio Natalicchi
Name: Giulio Natalicchi
Title: Senior Vice President
& General Manager
By
/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
BNP PARIBAS
By
/s/ Amaud Collin du Bocage
Name: Amaud Collin du Bocage
Title:
By
/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
Corporate Banking Division
BBL INTERNATIONAL (U.K.) LTD
By
/s/ X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: Authorized Signatory
By
/s/ X.X. Xxxxxx
Name: X.X. Xxxxxx
Title: Authorized Signatory
COMMERZBANK AG NEW YORK AND GRAND
CAYMAN BRANCHES
By
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
By
/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
FOUR WINDS FUNDING CORPORATION, as
Designee,
By: Commerzbank AG, New York
Branch, as Attorney-in-Fact
By
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
By
/s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Vice President
BANK HAPOALIM B.M.
By
/s/ Xxxxx Xxxx Xxxxx
Name: Xxxxx Xxxx Xxxxx
Title: Senior Vice President
By
/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
PEOPLE'S BANK
By
/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Banking Officer
THE INDUSTRIAL BANK OF JAPAN
By
Name:
Title:
