FIRST AMENDMENT dated as of October 26, 2000, to the 364-DAY
CREDIT AGREEMENT, dated as of October 28, 1999 among CROMPTON
CORPORATION (formerly CK Witco Corporation), the Eligible
Subsidiaries referred to therein, the BANKS listed on the
signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication
Agent, CITIBANK, N.A., as Administrative Agent, BANK OF AMERICA,
N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation
Agents, and CHASE SECURITIES INC., as Lead Arranger and Sole Book
Manager (the "First Amendment").WHEREAS, the Company, the
Eligible Subsidiaries, certain Banks, the Co-Documentation
Agents, the Syndication Agent and the Administrative Agent are
parties to the 364-Day Credit Agreement dated as of October 28,
1999 (the "Original Credit Agreement");
WHEREAS, the Company has requested that the Banks amend
the Original Credit Agreement by (i) changing the definition of
Termination Date and (ii) amending the representations contained
in Section 4.04 of the Original Agreement, all as provided below;
WHEREAS, the Company and Banks have agreed to reduce
the Commitments to $191,600,000;
WHEREAS, the undersigned Banks are willing, on the
terms and subject to the conditions set forth herein, to approve
such amendment;
WHEREAS, capitalized terms used but not defined herein
have the meanings assigned to them in the Original Credit
Agreement as amended hereby;
NOW, THEREFORE, in consideration of these premises, the
Company and the undersigned Banks hereby agree as follows:
SECTION 1. Amendment. Effective as of the date
hereof, the Original Credit Agreement, including all schedules
and exhibits thereto, is hereby amended as expressly provided
herein, and all rights and obligations of the Company, the Banks
and the Administrative Agent under the Original Credit Agreement
(including accrued fees) shall continue as rights and obligations
of such parties under the Original Credit Agreement, in each case
amended as provided below:
(a) The definition of "Termination Date" in Section
1.01 of the Original Credit Agreement is hereby replaced in its
entirety with the following:
"'Termination Date' means October 25, 2001, or, if such
date is not a Euro-dollar Business Day, the next preceding Euro-
Dollar Business Day or, in the case of any Bank, any later date
to which the Termination Date shall have been extended as to such
Bank pursuant to Section 2."
(b) Section 4.04 of the Original Credit Agreement is
hereby replaced in its entirety with the following:
SECTION 4.04. Financial Information. (a) The
unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of June 30, 2000 and the related
unaudited consolidated statement of operations for the six months
then ended, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of the
Company and its Consolidated Subsidiaries as of such date and
their consolidated results of operations for such fiscal year.
(b) Since December 31, 1999, there has been no
material adverse change in the business, financial position or
results of operations of the Company and its Consolidated
Subsidiaries, considered as a whole.
(c) From and after the effective date of this First
Amendment, all references in the Original Credit Agreement to the
signature pages thereof shall mean and refer to the signature
pages attached hereto.
SECTION 2. Representations and Warranties. The
representations and warranties set forth in Article IV of the
Original Credit Agreement, as amended by this First Amendment,
shall be deemed to have been repeated in this First Amendment on
and as of the date hereof, with all references to "this
Agreement" being deemed to refer to the Original Credit
Agreement, as amended by this First Amendment.
SECTION 3. Effectiveness. This First Amendment shall
become effective on the date on which the Syndication Agent shall
have received counterparts of this First Amendment that, when
taken together, bear the signatures of the Company, the Banks and
the Syndication Agent.
SECTION 4. Applicable Law. This First Amendment shall
be construed in accordance with and governed by the law of the
State of New York.
SECTION 5. Counterparts. This First Amendment may be
executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together
shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this First Amendment by
facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 6. Headings. Section headings used herein are
for convenience of reference only, are not part of, and are not
to be taken into consideration in interpreting, this First
Amendment.
SECTION 7. Expenses. The Company shall reimburse the
Syndication Agent for its expenses in connection with this First
Amendment as separately agreed with the Syndication Agent.
IN WITNESS WHEREOF, the Company, the Administrative
Agent and the undersigned Banks have caused this Amendment to be
duly executed by their duly authorized officers, all as of the
date first above written.
CROMPTON CORPORATION,
By
Name: John R. Jepsen
Title: Treasurer
Address: One American Lane
Greenwich, CT 06831
Phone: (203) 552-3175
Facsimile: (203) 552-2868
Banks
BANK OF AMERICA, N.A.,
By
Name:
Title:
335 Madison Avenue
New York, NY 10017
Attention: Wendy Gorman
Facsimile number: 212-503-7878
DEUTSCHE BANK AG NEW YORK BRANCH
a/o CAYMAN ISLANDS BRANCH,
By
Name:
Title:
By
Name:
Title:
31 W. 52nd Street
New York, NY 10019
Attention: Jean Hannigan
Facsimile number: 212-469-3632
MELLON BANK, N.A.,
By
Name:
Title:
One Mellon Bank Center
Pittsburgh, PA 15258
Attention:
Facsimile number:
With copy to:
Attention:
Facsimile number:
FLEET NATIONAL BANK,
By
Name:
Title:
1 Federal Street
Boston, MA 02110
Attention: Patrick Keffer
Facsimile number: 617-346-0585
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By
Name:
Title:
By
Name:
Title:
FOUR WINDS FUNDING CORPORATION,
as Designee,
By
Name:
Title:
By
Name:
Title:
2 World Financial Center
New York, NY 10281
Attention: Peter Doyle
Fascsimile number: 212-266-7594
ABN AMRO BANK N.V.,
By
Name:
Title:
By
Name:
Title:
500 Park Avenue
New York, NY 10022
Attention: Patricia McMillian
Facsimile number: 212-446-4237
THE BANK OF NEW YORK,
By
Name:
Title:
One Wall Street
New York, NY 10286
Attention: Kenneth Sneider, Jr.
Facsimile number: 212-635-6999
FIRST UNION NATIONAL BANK,
By
Name:
Title:
300 Main Street
Stamford, CT 06904-0700
Attention: Stephen Dorosh
Facsimile number: 203-357-1418
BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
One William Street
New York, NY 10004
Attention: Joseph Carlani
Facsimile number: 212-809-2124
With copy to:
Attention: Frank Maffei
Facsimile number: 212-809-2124
FORTIS (USA) FINANCE LLC,
By
Name:
Title:
By
Name:
Title:
520 Madison Ave., 3rd Floor
New York, NY 10022
Attention: Silvana Burdick
Facsimile: 212-750-9597
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By
Name:
Title:
By
Name:
Title:
55 East 59th Street
New York, NY 10022
Attention: Nicolas Kanaris
Facsimile number: 212-891-3661
THE BANK OF NOVA SCOTIA,
By
Name:
Title:
One Liberty Plaza
New York, NY 10006
Attention: Kevin McCarthy
Facsimile number: 212-228-5090
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
1211 Avenue of the Americas
New York, NY 10036
Attention: Lisa M. Walker
Facsimile number: 212-852-6148
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
By
Name:
Title:
1251 Avenue of the Americas
New York, NY 10020-1104
Attention: Pamela Donnelly
Facsimile number: 212-782-6445
BNP PARIBAS,
as successor to BANQUE NATIONALE DE PARIS,
By
Name:
Title:
919 Third Avenue
New York, NY 10022
Attention: Sophie Kaufman
Facsimile number: 212-415-9606
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH,
By
Name:
Title:
By
Name:
Title:
25 West 51st Street
New York, NY 10019
Attention: Giulio Giovine
Facsimile number: 212-765-2978
SUNTRUST BANK,
By
Name:
Title:
711 Fifth Avenue, 16th Floor
New York, NY 10022
Attention: Armen Karozichian
Facsimile number: 212-371-9386
BBL INTERNATIONAL (U.K.) LIMITED,
By
Name:
Title:
6 Broadgate
London EC2M 2AJ England
Attention: Sally Taylor
Facsimile number: 0171-562-0208
PEOPLE'S BANK,
By
Name:
Title:
350 Bedford Street
Stamford, CT 06901
Attention: Frank Cory
Facsimile number: 203-359-6146
HIBERNIA NATIONAL BANK,
By
Name:
Title:
313 Carondelet Street
New Orleans, LA 70130
Attention: Spencer Gagnet
Facsimile number: 504-533-5434
CITIBANK, N.A., individually and as Administrative Agent,
By
Name:
Title:
399 Park Avenue, 4th Fl.,
Zone 16
New York, NY 10043
Attention: Carolyn Sheridan
Facsimile number: 212-866-2371
THE CHASE MANHATTAN BANK, individually and as Syndication Agent,
By
Name:
Title:
270 Park Avenue
New York, NY 10017
Attention: Stacey Haimes
Facsimile: 212-270-7939