0001193125-04-041610 Sample Contracts

AMENDMENT NO. 1 to REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 15th, 2004 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois

THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (the “Amendment”) is made as of March 8, 2004, but effective as of December 31, 2003 (the “Effective Date”), by and among STEPAN COMPANY (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Banks”) and BANK ONE, NA, in its capacity as contractual representative (the “Agent”) under that certain Revolving Credit Agreement dated as of May 3, 2002 by and among the Borrower, the financial institutions party thereto and the Agent (as amended, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

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FIRST AMENDMENT Dated as of February 27, 2004 to: AMENDED 1993 NOTE AGREEMENT AMENDED 1995 NOTE AGREEMENT AMENDED 1998 NOTE AGREEMENT and Each as described herein
Note Purchase Agreement • March 15th, 2004 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois

THIS FIRST AMENDMENT, dated as of February 27, 2004, but effective as of December 31, 2003 (the “First Amendment”), to each of the Outstanding Agreements (as defined below) is among STEPAN COMPANY, a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

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