Exhibit 4(h)
October 26, 1996
The Boatmen's National Bank of St. Louis
P.O. Box 236
St. Louis, MO 63166
Attention: Timothy L. Drone, Vice President & Manager
Bank of Boston Connecticut
Corporate Banking
1 Landmark Square
Stamford, CT 06901
Attention: Jo Ann Keller, Director
The Chase Manhattan Bank, N.A.
One Chase Plaza
New York, NY 10081
Attention: Scott S. Ward, Vice President
Citibank, N.A.
399 Park Avenue, 8th Floor
New York, NY 10043
Attention: Goran Sare, Vice President
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Credit Suisse
New York Branch
12 East 49th Street
New York, NY 10017
Attention: Lynn Allegaert
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY 10260-0060
Attention: Martin R. Atkin, Managing Director
Re: Second Amendment and Waiver
---------------------------
Dear Sirs:
We refer to the Credit Agreement, dated as of September 30, 1993, as
amended effective May 1, 1995 ("Credit Agreement"), among Olin Corporation
("Borrower"), Bank of Boston Connecticut, Citibank, N.A., Credit Suisse, Morgan
Guaranty Trust Company of New York, The Boatmen's National Bank of St. Louis and
The Chase Manhattan Bank, N.A. Capitalized terms utilized but not defined
herein have the meanings specified in the Credit Agreement.
The following sets forth the agreement of the undersigned to waive
provisions of the Credit Agreement with respect to the spinoff to the Borrower's
shareholders of the Borrower's Ordnance and Aerospace Divisions as specified
below and to amend Section 4.01(e) of the Credit Agreement:
1. The Borrower has informed the Banks that it proposes to spinoff to its
shareholders the business and assets of its Ordnance and Aerospace
Divisions, including the subsidiaries relating thereto. The spinoff would
be effectuated by the declaration of a dividend in the form of the shares
of a recently-formed corporation ("Newco"), a Virginia corporation and
wholly-owned Subsidiary of the Borrower, to which the assets and certain
liabilities of these Divisions will be transferred prior to the spinoff.
The Borrower has requested that the Banks consent to the proposed spinoff
notwithstanding the provisions of the Credit Agreement. Notwithstanding
anything to the contrary contained in the Credit Agreement, the Lenders
hereby consent to the proposed spinoff described herein, agree that the
proposed spinoff shall not constitute an Event of Default under the Credit
Agreement and waive compliance with any provisions thereof in connection
therewith.
2. The text contained in Section 4.01(e) is hereby deleted and replaced with
"(e) [Intentionally Left Blank]".
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3. Except as amended or waived hereby, the provisions of the Credit Agreement
remain in full force and effect.
4. This second amendment and waiver shall become effective as of October 31,
1996 provided it is approved by the Banks as required by Section 8.01 of
the Credit Agreement at any time.
The Borrower confirms that the representations and warranties contained in
Section 4.01 of the Credit Agreement are correct as though made on and as of the
date hereof (for this purpose the term "Agreement" as used in Section 4.01 shall
mean the Credit Agreement as amended hereby).
Kindly confirm by your signature below your agreement to the foregoing.
BORROWER
--------
OLIN CORPORATION
By -----------------------------------------
Title: Vice President and Treasurer
Commitment BANKS
- ---------- -----
$ 20,000,000 BANK OF BOSTON CONNECTICUT
By: ----------------------------------------
Name:
Title:
$ 50,000,000 CITIBANK, N.A.
By: ----------------------------------------
Name:
Title:
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$ 20,000,000 CREDIT SUISSE
By: ----------------------------------------
Name:
Title:
By: ----------------------------------------
Name:
Title:
$ 40,000,000 MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: ----------------------------------------
Name:
Title:
$ 30,000,000 THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: ----------------------------------------
Name:
Title:
By: ----------------------------------------
Name:
Title:
$ 90,000,000 THE CHASE MANHATTAN BANK, N.A.
By: ----------------------------------------
Name:
Title:
$250,000,000 Total of the Commitments