FIRST AMENDMENT dated as of October 26, 2000, to the 364-DAY
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, and CHASE SECURITIES INC., as Lead Arranger and Sole Book
Manager (the "First Amendment").WHEREAS, the Company, the
Eligible Subsidiaries, certain Banks, the Co-Documentation
Agents, the Syndication Agent and the Administrative Agent are
parties to the 364-Day Credit Agreement dated as of October 28,
1999 (the "Original Credit Agreement");
WHEREAS, the Company has requested that the Banks amend
the Original Credit Agreement by (i) changing the definition of
Termination Date and (ii) amending the representations contained
in Section 4.04 of the Original Agreement, all as provided below;
WHEREAS, the Company and Banks have agreed to reduce
the Commitments to $191,600,000;
WHEREAS, the undersigned Banks are willing, on the
terms and subject to the conditions set forth herein, to approve
such amendment;
WHEREAS, capitalized terms used but not defined herein
have the meanings assigned to them in the Original Credit
Agreement as amended hereby;
NOW, THEREFORE, in consideration of these premises, the
Company and the undersigned Banks hereby agree as follows:
SECTION 1. Amendment. Effective as of the date
hereof, the Original Credit Agreement, including all schedules
and exhibits thereto, is hereby amended as expressly provided
herein, and all rights and obligations of the Company, the Banks
and the Administrative Agent under the Original Credit Agreement
(including accrued fees) shall continue as rights and obligations
of such parties under the Original Credit Agreement, in each case
amended as provided below:
(a) The definition of "Termination Date" in Section
1.01 of the Original Credit Agreement is hereby replaced in its
entirety with the following:
"'Termination Date' means October 25, 2001, or, if such
date is not a Euro-dollar Business Day, the next preceding Euro-
Dollar Business Day or, in the case of any Bank, any later date
to which the Termination Date shall have been extended as to such
Bank pursuant to Section 2."
(b) Section 4.04 of the Original Credit Agreement is
hereby replaced in its entirety with the following:
SECTION 4.04. Financial Information. (a) The
unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of June 30, 2000 and the related
unaudited consolidated statement of operations for the six months
then ended, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of the
Company and its Consolidated Subsidiaries as of such date and
their consolidated results of operations for such fiscal year.
(b) Since December 31, 1999, there has been no
material adverse change in the business, financial position or
results of operations of the Company and its Consolidated
Subsidiaries, considered as a whole.
(c) From and after the effective date of this First
Amendment, all references in the Original Credit Agreement to the
signature pages thereof shall mean and refer to the signature
pages attached hereto.
SECTION 2. Representations and Warranties. The
representations and warranties set forth in Article IV of the
Original Credit Agreement, as amended by this First Amendment,
shall be deemed to have been repeated in this First Amendment on
and as of the date hereof, with all references to "this
Agreement" being deemed to refer to the Original Credit
Agreement, as amended by this First Amendment.
SECTION 3. Effectiveness. This First Amendment shall
become effective on the date on which the Syndication Agent shall
have received counterparts of this First Amendment that, when
taken together, bear the signatures of the Company, the Banks and
the Syndication Agent.
SECTION 4. Applicable Law. This First Amendment shall
be construed in accordance with and governed by the law of the
State of New York.
SECTION 5. Counterparts. This First Amendment 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 First Amendment by
facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 6. Headings. Section headings used herein are
for convenience of reference only, are not part of, and are not
to be taken into consideration in interpreting, this First
Amendment.
SECTION 7. Expenses. The Company shall reimburse the
Syndication Agent for its expenses in connection with this First
Amendment as separately agreed with the Syndication Agent.
IN WITNESS WHEREOF, the Company, 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
Name: Xxxx X. Xxxxxx
Title: Treasurer
Address: Xxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Banks
BANK OF AMERICA, N.A.,
By
Name:
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Facsimile number: 000-000-0000
DEUTSCHE BANK AG NEW YORK BRANCH
a/o CAYMAN ISLANDS BRANCH,
By
Name:
Title:
By
Name:
Title:
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile number: 000-000-0000
MELLON BANK, N.A.,
By
Name:
Title:
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention:
Facsimile number:
With copy to:
Attention:
Facsimile number:
FLEET NATIONAL BANK,
By
Name:
Title:
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile number: 000-000-0000
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By
Name:
Title:
By
Name:
Title:
FOUR WINDS FUNDING CORPORATION,
as Designee,
By
Name:
Title:
By
Name:
Title:
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Fascsimile number: 000-000-0000
ABN AMRO BANK N.V.,
By
Name:
Title:
By
Name:
Title:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx XxXxxxxxx
Facsimile number: 000-000-0000
THE BANK OF NEW YORK,
By
Name:
Title:
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Xx.
Facsimile number: 000-000-0000
FIRST UNION NATIONAL BANK,
By
Name:
Title:
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxx
Facsimile number: 000-000-0000
BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile number: 000-000-0000
With copy to:
Attention: Xxxxx Xxxxxx
Facsimile number: 000-000-0000
FORTIS (USA) FINANCE LLC,
By
Name:
Title:
By
Name:
Title:
000 Xxxxxxx Xxx., 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile: 000-000-0000
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By
Name:
Title:
By
Name:
Title:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile number: 000-000-0000
THE BANK OF NOVA SCOTIA,
By
Name:
Title:
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxxxxx
Facsimile number: 000-000-0000
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Facsimile number: 000-000-0000
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
By
Name:
Title:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxx
Facsimile number: 000-000-0000
BNP PARIBAS,
as successor to BANQUE NATIONALE DE PARIS,
By
Name:
Title:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile number: 000-000-0000
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile number: 000-000-0000
SUNTRUST BANK,
By
Name:
Title:
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Facsimile number: 000-000-0000
BBL INTERNATIONAL (U.K.) LIMITED,
By
Name:
Title:
0 Xxxxxxxxx
Xxxxxx XX0X 0XX Xxxxxxx
Attention: Xxxxx Xxxxxx
Facsimile number: 0000-000-0000
PEOPLE'S BANK,
By
Name:
Title:
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Facsimile number: 000-000-0000
HIBERNIA NATIONAL BANK,
By
Name:
Title:
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile number: 000-000-0000
CITIBANK, N.A., individually and as Administrative Agent,
By
Name:
Title:
000 Xxxx Xxxxxx, 0xx Xx.,
Xxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Facsimile number: 000-000-0000
THE CHASE MANHATTAN BANK, individually and as Syndication Agent,
By
Name:
Title:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Facsimile: 212-270-7939
