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EXHIBIT 4.08
SECOND AMENDMENT
SECOND AMENDMENT, dated as of December 31, 1995 (this
"Amendment"), to the Credit Agreement, dated as of September 1, 1994 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among W. R. GRACE & CO.-CONN., a Connecticut corporation
(the "Company"), W. R. GRACE & CO., a New York corporation ("Grace New York"),
the banks parties thereto (the "Banks") and CHEMICAL BANK, a New York banking
corporation, as agent (in such capacity the "Agent") for the Banks.
W I T N E S S E T H :
WHEREAS, the Company and Grace New York have requested the
Agent and the Banks to agree to amend the Credit Agreement in certain respects
as hereinafter set forth; and
WHEREAS, the Agent and the Banks are willing to agree to such
amendment, but only on the terms and subject to the conditions set forth in
this Amendment;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company, Grace New York, the Banks and the Agent
hereby agree as follows:
1. Definitions. Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined.
2. Amendment of Section 1. Section 1 of the Credit
Agreement is hereby amended by deleting therefrom each reference to the phrase
"asbestos property damage" in the definitions of "Consolidated Adjusted Net
Worth" and "EBIT" and substituting therefore the phrase "asbestos related".
3. Effectiveness. This Amendment shall become effective
upon receipt by the Agent of evidence satisfactory to the Agent that this
Amendment has been executed and delivered by the Company, Grace New York and
the Majority Banks.
4. No Other Amendments. Except as expressly amended
hereby, the Credit Agreement and the other Loan Documents (if any) shall remain
in full force and effect in accordance with their respective terms.
5. Counterparts. This Amendment may be executed by
one or more of the parties hereto on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.
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6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
W. R. GRACE & CO.-CONN.
By:__________________________
Title:
W. R. GRACE & CO.
By:__________________________
Title:
CHEMICAL BANK, as Agent
By:__________________________
Title:
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The undersigned Banks hereby consent and agree to the
foregoing Amendment:
CHEMICAL BANK
By:____________________________
Title:
ABN AMRO BANK N.V.
By:____________________________
Title:
By:____________________________
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:____________________________
Title:
THE BANK OF NOVA SCOTIA
By:____________________________
Title:
BARCLAYS BANK PLC
By:____________________________
Title:
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THE CHASE MANHATTAN BANK, N.A.
By:____________________________
Title:
COMMERZBANK AG, ATLANTA AGENCY
By:____________________________
Title:
By:____________________________
Title:
CREDIT LYONNAIS ATLANTA AGENCY
By:____________________________
Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:____________________________
Title:
By:____________________________
Title:
THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED
By:____________________________
Title:
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:____________________________
Title:
NATIONSBANK OF FLORIDA, N.A.
By:____________________________
Title:
SWISS BANK CORPORATION-NEW
YORK BRANCH
By:____________________________
Title:
By:____________________________
Title:
UNION BANK OF SWITZERLAND
By:____________________________
Title:
By:____________________________
Title: