Exhibit 4(j)
November 12, 1997
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
Attention: Lynn Allegaert
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY 10260-0060
Attention: Martin R. Atkin, Managing Director
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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: Fourth 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"), The Chase Manhattan Bank, Citibank, N.A., Credit Suisse First
Boston, Morgan Guaranty Trust Company of New York, NationsBank, N.A. and
Wachovia 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 amend the
Credit Agreement:
1. Section 1.01 is amended by changing the definitions of "Applicable Margin",
"Facility Fee Rate", "Reference Banks" and "Termination Date" therein to
read respectively as follows:
"Applicable Margin" means, as determined on the date the Adjusted CD Rate or
Eurodollar Rate, as the case may be, is determined, when the Ratings are as
set forth below, the rate per annum set forth below opposite such Ratings:
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Applicable Applicable
Ratings Eurodollar C/D Rate
Moody's S&P Margin Margin
------- --- ----------- -----------
If the Borrower has
a Moody's or S&P
rating which is
greater than or equal
to any one of: A3 or A- .12% .245%
If the Borrower has
a Moody's or S&P
rating which is equal
to any one of: Baal or BBB+ .16% .285%
Baa2 or BBB .20% .325%
Baa3 or BBB- .25% .375%
Any other Rating lower than
those set forth above .32% .445%
"Facility Fee Rate" means with respect to each day when the Ratings are as
set forth below, the rate per annum set forth below opposite such Ratings:
Ratings
Moody's S&P Facility Fee Rate
------- --- -----------------
If the Borrower has
a Moody's or S&P
rating which is
greater than or equal
to any one of: A3 or A- .08%
If the Borrower
has a Moody's or
S&P rating which
is equal to any one of: Baa1 or BBB+ .09%
Baa2 or BBB .10%
Baa3 or BBB- .12%
Any other Rating lower than
those set forth above .18%
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"Reference Banks" means The Chase Manhattan Bank and Citibank, N.A.
"Termination Date" means (i) October 15, 2002 or (ii) any date to which the
Termination Date shall have been extended pursuant to Section 2.04(b);
provided in each case of (i) and (ii), the earlier date on which the
termination in whole of the Commitments occurs pursuant to Section 2.04(a)
or 6.01.
2. The text contained in Section 5.02(d) is hereby deleted and replaced with
"(d) [Intentionally Left Blank]".
3. The definition of "Pollution Control Financing" contained in Section 1.01 is
hereby deleted. The following definition is inserted in appropriate
alphabetical order into Section 1.01:
"Tax-Exempt Financing" means a transaction with a governmental unit or
--------------------
instrumentality which involves (i) the issuance by such governmental unit or
instrumentality to Persons other than the Borrower or a Subsidiary of bonds
or other obligations on which the interest is exempt from Federal income
taxes under Section 103 of the Internal Revenue Code and the proceeds of
which are applied to finance or refinance the cost of acquisition of
equipment or facilities of the Borrower or any of its subsidiaries, and (ii)
participation in the transaction by the Borrower or a Subsidiary in any
manner permitted by this Agreement.
All other references in the Credit Agreement to "Pollution Control
Financing" are hereby deleted and replaced with the words "Tax-Exempt
Financing".
4. Section 5.02(c) of the Agreement shall be amended to read in its entirety as
follows:
(c) Mergers, Etc. (i) Merge or consolidate with or into any other Person
(other than a Subsidiary) or (ii) convey, transfer, lease or otherwise
dispose of, or permit a Subsidiary to convey, transfer, lease, or otherwise
dispose of, (whether in one transaction or in a series of related
transactions) all or substantially all of the property or assets of the
Borrower and its Subsidiaries taken as a whole (whether now owned or
hereafter acquired), directly or indirectly, to any Person, including
through a merger or consolidation of a Subsidiary with an unaffiliated
party, unless, in each case of (i) or (ii), (A) after giving effect to such
proposed transaction, no Event of Default or event which with the giving of
notice or lapse of time, or both, would constitute an Event of Default would
exist, (B) the surviving or acquiring entity is a corporation organized
under the laws of one of the United States and (C) the surviving or
acquiring corporation if other than the Borrower, expressly assumes the
performance of all the obligations of the Borrower under this Agreement and
the Notes.
5. Clause (ii) of Section 5.02(b) is hereby amended by replacing the reference
therein to "Section 5.02(b)" with the words "Section 5.02(a)."
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6. Section 7.02(e) is hereby amended by replacing the reference therein to
"Federal Revenue Bank" with the words "Federal Reserve Bank."
7. Except as amended or waived hereby, the provisions of the Credit Agreement
remain in full force and effect.
8. This fourth amendment shall become effective as of November 12, 1997
provided it is approved by the Banks as required by Section 8.01 of the
Credit Agreement at any time.
9. This fourth amendment may be executed in any number of counterparts and each
counterpart shall be deemed to be an original document.
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/Janet M. Pierpont
------------------------------------
Title: Vice President and Treasurer
Commitment BANKS
- ---------- -----
$ 50,000,000 CITIBANK, N.A.
By: /s/James N. Simpson
----------------------------------
Name: James N. Simpson
Title: Attorney-in-Fact
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$ 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
$ 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
$ 70,000,000 THE CHASE MANHATTAN BANK
By: /s/Robert T. Sacks
----------------------------------
Name: Robert T. Sacks
Title: Managing Director
$ 40,000,000 WACHOVIA BANK, N.A.
By: /s/James McCreary
----------------------------------
Name: James F. McCreary
Title: Senior Vice President
$250,000,000 Total of the Commitments
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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