Exhibit 4(i)
November 12, 1997
BankBoston, N.A.
Corporate Banking
1 Landmark Square
Stamford, CT 06901
Attention: Jo Ann Keller, Director
The Chase Manhattan Bank
Global Chemicals and Related Industries
270 Park Avenue - 38th Floor
New York, NY 10017-2070
Attention: Robert T. Sacks, Managing Director
Citibank, N.A.
399 Park Avenue, 4th Floor, Zone 16
New York, NY 10043
Attention: Joronne J. Jeter, Vice President
Credit Suisse First Boston
New York Branch
11 Madison Avenue - 20th Floor
New York, NY 10010-3629
Attention: Lynn Allegaert
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY 10260-0060
Attention: Martin R. Atkin, Managing Director
2
NationsBank, N.A.
Corporate Finance Group
767 Fifth Avenue
New York, NY 10153-0083
Attention: George F. Van, Senior Vice President
Wachovia Bank, N.A.
152 West 57th Street, 37th Floor
New York, NY 10019
Attention: John Paul Mathis, Vice President
Re: Third Amendment
---------------
Dear Sirs:
We refer to the Credit Agreement, dated as of September 30, 1993, as
amended through October 26, 1996 ("Credit Agreement"), among Olin Corporation
("Borrower"), Bank of Boston Connecticut (now known as BankBoston, N.A.), The
Chase Manhattan Bank, Citibank, N.A., Credit Suisse First Boston, Morgan
Guaranty Trust Company of New York and NationsBank, 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:
1. Upon effectiveness of this third amendment, (i) the Commitment of
BankBoston, N.A. will be terminated and BankBoston, N.A. will no longer be a
"Bank", lender, or a party to, the Credit Agreement, (ii) the Commitment of The
Chase Manhattan Bank will be reduced from $90,000,000 to $70,000,000 and (iii)
Wachovia Bank, N.A. will become a party to the Agreement as a "Bank" with its
Commitment being $40,000,000 with its address as set forth in Schedule 1 hereto.
2. Except as amended hereby, the provisions of the Credit Agreement remain in
full force and effect.
3. This third amendment shall become effective immediately prior to the
effectiveness of the fourth amendment to the Credit Agreement attached hereto as
Exhibit A.
4. This third amendment may be executed in any number of counterparts and each
counterpart shall be deemed to be an original document.
3
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 /s/J. M. Pierpont
-----------------------------------
Title: Vice President and Treasurer
Commitment BANKS
- ---------- -----
$ 20,000,000 BANKBOSTON, N.A.
(formerly known as Bank of Boston
Connecticut)
By: /s/JoAnn Keller
------------------------------
Name: JoAnn Keller
Title: Senior Vice President
$ 50,000,000 CITIBANK, N.A.
By: /s/James N. Simpson
-------------------------------
Name: James N. Simpson
Title: Attorney-in-Fact
$ 20,000,000 CREDIT SUISSE FIRST BOSTON
By: /s/Lynn Allegaert
-------------------------------
Name: Lynn Allegaert
Title: Vice President
By: /s/Daniel R. Wenger
-------------------------------
Name: Daniel R. Wenger
Title: Associate
4
$ 40,000,000 MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/Penelope J. B. Cox
-------------------------------
Name: Penelope J. B. Cox
Title: Vice President
$ 30,000,000 NATIONSBANK, N.A.
By: /s/Eileen C. Higgins
------------------------------
Name: Eileen C. Higgins
Title: Vice President
$ 90,000,000 THE CHASE MANHATTAN BANK
By: /s/Robert T. Sacks
------------------------------
Name: Robert T. Sacks
Title: Managing Director
$250,000,000 Total of the Commitments
AGREED TO:
WACHOVIA BANK, N.A.
By: /s/James McCreary
-----------------------------
Name: James F. McCreary
Title: Senior Vice President
5
Schedule 1
Eurodollar
Domestic Lending Lending
Name of Bank Office CD Lending Office Office
- ------------ ---------------- ----------------- ----------
Wachovia Bank, N.A. 191 Peachtree St. NE Same Same
28th Floor
Atlanta, GA 30303
All Notices and A/B Advance Payments
------------------------------------
Wachovia Bank, N.A.
152 West 57th Street
37th Floor
New York, NY 10019
Attention: John Paul Mathis
Wire Instructions (A/B Advance Payments)
----------------------------------------
Wachovia Bank, N.A.
191 Peachtree Street, NE
Atlanta, GA 30303
ABA# 061000010
FW Money Transfer Suspense
Account No. 18171498
Attention: Complex Unit
Re: Olin