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EXHIBIT 10(b)(ii)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of January 13, 1995 among CABOT CORPORATION (the
"Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of January 13, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to provide
for an extension of the term of the facility provided for therein and a
reduction of the pricing.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the Agreement. Section 1.01 of
the Agreement is amended by
(a) replacing the definition of "Facility Fee Rate" with the
following:
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"Facility Fee Rate" means (i) .08 of 1% per annum for any day
on which Investment Level I Status exists, (ii) .10 of 1% per annum for
any day on which Investment Level II Status exists, (iii) .125 of 1%
per annum for any day on which Investment Level III Status exists, (iv)
.15 of 1% per annum for any day on which Investment Level IV Status
exists and (v) .20 of 1% per annum for any day on which Investment
Level V Status exists.
(b) replacing the definitions of "Investment Level I Status",
"Investment Level II Status", "Investment Level III Status" and "Investment
Level IV Status" with the following:
"Investment Level I Status" exists at any date if, at such day
(x) the Borrower's outstanding senior unsecured long-term debt
securities are (i) rated A (without a minus sign) or better by S&P and
(ii) rated A2 or better by Moody's and (y) Investment Level V Status
does not exist.
"Investment Level II Status" exists at any date if, at such
date (x) the Borrower's outstanding senior unsecured long-term debt
securities are (i) rated A- or better by S&P and (ii) rated A3 or
better by Moody's and (y) neither Investment Level I Status nor
Investment Level V Status exists.
"Investment Level III Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long-term debt
securities are (i) rated BBB+ or better by S&P and (ii) rated Baa1 or
better by Moody's and (y) none of Investment Level I Status, Investment
Level II Status nor Investment Level Status V exists.
"Investment Level IV Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long-term debt
securities are (i) rated BBB (without a minus sign) or better by S&P
and (ii) rated Baa2 or better by Moody's and (y) none of Investment
Level I Status, Investment Level II Status, Investment Level III Status
and Investment Level V Status exists.
"Investment Level V Status" exists at any date if, at such
date, (x) the Borrower's outstanding senior unsecured long-term debt
securities are (i) rated BBB- or lower by S&P or (ii) rated Baa3 or
lower by Moody's or (y) if the Borrower's commercial paper rating is A3
by S&P or P3 by Moody's.
(c) by replacing the date "January 13, 1997" where it appears in the
definition of "Termination Date" with the date "January 13, 2000".
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SECTION 3. Amendment of Section 2.07 of the Agreement. The definitions
of "CD Margin" and "Euro-Dollar Margin" in Section 2.07 of the Agreement are
amended to read as follows:
"CD Margin" means, for any day, the percentage per annum equal to the
applicable CD Margin set forth in the table below.
If the Investment Level Status is: The CD Margin is:
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Investment Level Status I .295 of 1%
Investment Level Status II .375 of 1%
Investment Level Status III .40 of 1%
Investment Level Status IV .425 of 1%
Investment Level Status V .675 of 1%
"Euro-Dollar Margin" means, for any day, the percentage per annum equal
to the applicable Euro-Dollar Margin set forth in the table below.
If the Investment Level Status is: The Euro-Dollar Margin is:
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Investment Level Status I .17 of 1%
Investment Level Status II .25 of 1%
Investment Level Status III .275 of 1%
Investment Level Status IV .30 of 1%
Investment Level Status V .55 of 1%
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the Agent shall
have received duly executed counterparts hereof signed by the Borrower and the
Banks (or, in the case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
CABOT CORPORATION
By/s/ John G.L. Cabot
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Title: Vice Chairman of the Board
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By/s/ Deborah A. Brodheim
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Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON
By/s/ Harvey H. Thayer, Jr.
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Title: Director
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CITIBANK, N.A.
By/s/ Gian Paolo Potsios
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By/s/ Robert Ivosevich
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Title: Senior Vice President
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH
By/s/ Robert Ivosevich
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Title: Authorized Signature
ABN AMRO BANK N.V.
By/s/ James E. Davis
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Title: Vice President
By/s/ Charles J. Wahle
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Title: Corporate Banking Officer
CHEMICAL BANK
By/s/ William J. Caggiano
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Title: Managing Director
MIDLAND BANK PLC NEW YORK
BRANCH
By/s/ Jonathan Morris
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Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By/s/ Robert W. Ramage, Jr.
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Title: Senior Vice President
BROWN BROTHERS HARRIMAN & CO.
By/s/ William J. Whalen, Jr.
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Title: Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By/s/ Deborah A. Brodheim
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Title: Vice President
60 Wall Street
New York, New York 10260
Attention: Mark Connor
Telex number: 177615
Telecopy number: (302) 634-1091
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