EXHIBIT 4.1
EXTENSION AGREEMENT dated as of March 1, 1995,
relating to the Competitive Advance and Revolving
Credit Facility Agreement dated as of February 16,
1994 (as amended, modified, extended or restated
from time to time, the "Credit Agreement"), among
ETHYL CORPORATION, a Virginia corporation (the
"Company"), the Banks listed in Schedule 2.01 to
the Credit Agreement (the "Banks"), CHEMICAL BANK,
a New York banking corporation, as administrative
agent for the Banks under the Credit Agreement
(the "Administrative Agent") and NATIONSBANK, N.A.
(CAROLINAS) (formerly known as NationsBank of North
Carolina, N.A.), a national banking association, as
co-agent (in such capacity, the "Co-Agent").
WHEREAS, the Banks have established a $500,000,000 credit facility for
the benefit of the Company pursuant to the terms of the Credit Agreement;
WHEREAS, in accordance with the provisions of Section 2.10(d) of the
Credit Agreement, upon the consent of Banks holding a majority in amount of
the Commitments, the Maturity Date with respect to such consenting Banks will
be extended to the first anniversary date of the Maturity Date now in effect;
and
WHEREAS, the Company has requested an extension of the Maturity Date from
February 16, 1999 to February 16, 2000 in accordance with the terms of
Section 2.10(d) of the Credit Agreement;
NOW THEREFORE, in consideration of the mutual agreements contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement.
Section 1.02 of the Credit Agreement shall apply to this Agreement.
SECTION 2. Extension of Maturity Date. Each of the undersigned Banks
hereby consents to the extension of the Maturity Date from February 16, 1999
to February 16, 2000. Upon the consent to such extension by Banks holding
a majority in amount of the Commitments, the Maturity Date, with respect to
such consenting Banks, shall be extended to February 16, 2000. The Maturity
Date shall remain unchanged (a) as to any non-consenting Bank, in the event
Banks holding a majority in amount of the Commitments shall consent to such
extension, and (b) as to all Banks, in the event that Banks holding less than
a majority in amount of the Commitments shall consent to such extension.
Failure by a Bank to consent to this extension may give rise to certain
rights by the Company to replace such Bank as provided in Section 2.10(d)
of the Credit Agreement.
SECTION 3. Waiver of Notice Period. Each of the undersigned Banks hereby
agrees to waive the 60-day notice requirement set forth in Section 2.10(d) of
the Credit Agreement.
SECTION 4. Expenses. The Company agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Agreement, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent.
SECTION 5. Counterparts. This Agreement 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, and shall become
effective as provided in Section 7.
SECTION 6. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York.
SECTION 7. Effectiveness. This Agreement shall become effective as of
the date first above written when the Administrative Agent shall have received
counterparts of this Agreement which, when taken together, bear the signatures
of the Company and Banks holding a majority in amount of the Commitments.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers as of the day and
year first above written.
ETHYL CORPORATION
by /s/ Charles B. Walker
Name: Charles B. Walker
Title: Vice Chairman
CHEMICAL BANK,
acting individually and as
Administrative Agent,
by /s/ Timothy J. Storms
Name: Timothy J. Storms
Title: Managing Director
NATIONSBANK, N.A. (CAROLINAS),
acting individually and as Co-Agent,
by /s/ Robert Y. Bennett
Name: Robert Y. Bennett
Title: Senior Vice President
THE BANK OF NEW YORK,
by /s/ Alan F. Lyster, Jr.
Name: Alan F. Lyster, Jr.
Title: Vice President
BANK BRUSSELS LAMBERT, NEW YORK
BRANCH,
by /s/ Eric Hollanders
Name: Eric Hollanders
Title: Senior Vice President
Credit Department
by /s/ Craig Hallsteen
Name: Craig Hallsteen
Title: Vice President
CENTRAL FIDELITY NATIONAL BANK,
by /s/ Harry A. Turton, Jr.
Name: Harry A. Turton, Jr.
Title: Vice President
BANK OF AMERICA ILLINOIS
by /s/ Glenn F. Edwards
Name: Glenn F. Edwards
Title: Vice President
CORESTATES BANK, N.A.,
by /s/ James P. Richards
Name: James P. Richards
Title: Vice President
CREDIT LYONNAIS ATLANTA AGENCY,
by /s/ David M. Cawrse
Name: David M. Cawrse
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
by /s/ David M. Cawrse
Name: David M. Cawrse
Title: Authorized Signature
CREDIT SUISSE,
by /s/ Craig
Name: Geoffrey M. Craig
Title: Member of Senior Management
by /s/ K. R. Kristinsson
Name: Kristinn R. Kristinsson
Title: Associate
CRESTAR BANK
by /s/ Christopher B. Werner
Name: Christopher B. Werner
Title: Vice President
FIRST UNION NATIONAL BANK OF
VIRGINIA,
by /s/ L. S. Cundiff
Name: Leslie S. Cundiff
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK BRANCH,
by /s/ S. Otsubo
Name: Satoru Otsubo
Title: Joint General Manager
MELLON BANK, N.A.,
by /s/ James S. Adelsheim
Name: James S. Adelsheim
Title: Vice President
THE MITSUBISHI BANK, LTD.,
NEW YORK BRANCH,
by /s/ J. B. Meredith
Name: J. B. Meredith
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
by /s/ David B. Common
Name: D. Common
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
by /s/ Gary Tyrrell
Name: Gary Tyrrell
Title: Vice President
ROYAL BANK OF CANADA,
by /s/ John Crawford
Name: John Crawford
Title: Senior Manager
SHAWMUT BANK, N.A.,
by /s/ J. P Raffert
Name: John P. Raffert
Title: Director
SIGNET BANK/VIRGINIA,
by /s/ Donald J. Mathews
Name: Donald J. Mathews
Title: Vice President
SOCIETE GENERALE,
by /s/ Ralph Saheb
Name: Ralph Saheb
Title: Vice President
SWISS BANK CORPORATION,
NEW YORK BRANCH,
by /s/ Stephanie W. Kim
Name: Stephanie W. Kim
Title: Associate Director Merchant Banking
by /s/ Nicolas T. Erni
Name: Nicolas T. Erni
Title: Credit Risk Management
TORONTO DOMINION (NEW YORK), INC.,
by /s/ Debbie A. Greene
Name: Debbie A. Greene
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA, N.A.,
by /s/ Christopher L. Fincher
Name: Christopher L. Fincher
Title: Vice President