EXHIBIT 10(i)
AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of March 31, 1999 to the Credit Agreement dated as of
March 31, 1997 (the "Agreement") among WITCO CORPORATION (the "Company"), the
ELIGIBLE SUBSIDIARIES referred to therein, the BANKS
party hereto (the "Banks") THE CHASE MANHATTAN BANK, as
Administrative Agent, and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent (the "Documentation Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement has the meaning
assigned to such term in the Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Agreement
shall, after this Amendment becomes effective, refer to the Agreement as amended
hereby.
SECTION 2. Debt. Section 5.07(a) of the Agreement is amended as Follows:
(a) the date "March 31, 1999" is changed to "December 31, 1999"; and
(b) the date "April 1, 1999" is changed to "January 1, 2000".
SECTION 3. Representations of Company. The Company represents and Warrants
that as of the date hereof and after giving effect hereto:
(a) no Default under the Agreement has occurred and is continuing; and
(b) each representation and warranty of the Company set forth in the
Agreement is true and correct.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date hereof when the Documentation
Agent shall have received duly executed counterparts hereof signed by the
Company and the Required Banks (or, in the case of any party as to which an
executed counterpart shall not have been received, the Documentation Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
WITCO CORPORATION
By /s/ Xxxxx Xxxxxxxx
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Title: Vice President and Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as a Bank and as Documentation Agent
By /s/ Xxxxxx Xxxxxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK
as a Bank and as Administrative Agent
By /s/ Xxxx Xxxxxxxxx Xxxxx
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Title: Vice President
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/ Xxxx X. Xxxxxx
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Title: Group Vice President
By /s/ Xxxxxxx XxXxxx
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Title: Vice President
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxxxxx
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Title: Vice President
By /s/ Tiziano Gallonetto
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Title: Assistant Vice President
BANK OF AMERICA NT&SA
By /s/ Xxxxx X. Xxxxxx
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Title: Assistant Vice President
CITIBANK, N.A.
By /s/ Xxxxx Xxxxxxx
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Title: Vice President
COMMERZBANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By /s/ Xxxxxx Xxxxxxx
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Title: Senior Vice President
By /s/ Xxxxx Xxxxx
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Title: Assistant Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Xxxx Xxxxxxxx
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Title: Vice President
By /s/ Xxxxxxx Xxxxxxxx
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Title: Vice President
FLEET NATIONAL BANK
By /s/ Xxxxxxx Xxxxxxxx Keega
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Title: Vice President
MELLON BANK, N.A.
By /s/ Xxxx X. Xxxxx
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Title: Banking Officer
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By /s/ J. Xxxxx Xxxxxxxx
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Title: Senior Vice President
