SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT



     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this

"Amendment"), dated as of December 3, 2001, is entered into by and among ETHYL

----------

CORPORATION, a Virginia corporation (the "Borrower"), the Subsidiary Guarantors

                                          --------

signatory hereto, the Banks signatory hereto and BANK OF AMERICA, N. A., as

Administrative Agent for the Banks (in such capacity, the "Administrative

                                                           --------------

Agent").

-----



                                    RECITALS

                                    --------



     A.    The Borrower, the Subsidiary Guarantors, the Banks and the

Administrative Agent are party to that certain First Amendment and Restatement

of Amended and Restated Credit Agreement dated as of April l0, 2001 (the

"Existing Credit Agreement").

 -------------------------



     B.    The Credit Parties have requested that the Banks amend the Existing

Credit Agreement as provided herein.



     C.    The Banks have agreed to amend the Existing Credit Agreement on the

terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the agreements herein contained, the

parties hereto hereby agree as follows:



                                     PART I

                                  DEFINITIONS



     SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the

                 -------------------

context otherwise requires, the following terms used in this Amendment,

including its preamble and recitals, have the following meanings:



           "Amended Credit Agreeement" means the Existing Credit Agreement as

            -------------------------

     amended hereby.



           "Amendment No. 2 Effective Date" is defined in Part III.

            ------------------------------                --------



     SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the

                 -----------------

context otherwise requires, terms used in this Amendment, including its

preamble and recitals, have the meanings provided in the Existing Credit

Agreement.



{PAGE}



                                     PART II

                     AMENDMENTS TO EXISTING CREDIT AGREEMENT



     Effective on (and subject to the occurrence of) the Amendment No. 2

Effective Date, the Existing Credit Agreement is hereby amended in accordance

with this Part II.

          -------



     SUBPART 2.1 Amendment to Section 1.1. The following new definitions are

                 ------------------------

hereby added to Section 1.1 of the Existing Credit Agreement in the appropriate

alphabetical order and shall read as follows:



     "Marketing Alliance Agreements" means the collective reference to (a) that

      -----------------------------

certain Amended and Restated Product Marketing and Sales Agreement dated as of

June 13, 2001 by and among Alcor Chemie Vertriebs AG, acting on behalf of itself

and its affiliates, Alcor Chemie AG, acting on behalf of itself and its

affiliates, NOOFOT GmbH, acting on behalf of itself and its affiliates and Ethyl

Services GmbH, acting on behalf of itself and its affiliates and (b) that

certain Amended and Restated AK Product Marketing and Sales Agreement dated as

of June 13, 2001 by and among Alcor Chemie Vertriebs AG, acting on behalf of

itself and its affiliates, Alcor Chemie AG, acting on behalf of itself and its

affiliates, NOOFOT GmbH, acting on behalf of itself and its affiliates and Ethyl

Administration GmbH, acting on behalf of itself and its affiliates.



     "Marketing Fee" shall have the meaning assigned to such term in Section 8.1

      -------------

(i) hereof.



     "Noofot" means NOOFOT GmbH, a limited liability corporation organized under

      ------

the laws of Switzerland.



     "Richmond Campus" means the property described on Schedule 1.1 (b) attached

      ---------------

hereto.



     "Russian Contract" means that certain Marketing, Supply and Service

      ----------------

Agreement dated as of June 13, 2001 by and between Noofot, Veritel and General

Innovative Investments, N.V., a company formed under the laws of the Netherlands

Antilles.



     "SIC Payment" shall have the meaning assigned to such term in Section

      -----------

8.1(j) hereof.



     "Swiss Subsidiaries" means the collective reference to (a) Ethyl Services,

      ------------------

GmbH, a limited liability company organized under the laws of Switzerland and

(b) Ethyl Administration GmbH, a limited liability company organized under the

laws of Switzerland.



     "Veritel" means Veritel Chemicals B.V., a company organized under the laws

      -------

of The Netherlands.





      SUBPART 2.2 Amendment to Section 1.1. The definition for "Consolidated

                  ------------------------                      ------------

EBITDA" is hereby amended and restated in its entirety to read as follows:

------



     "Consolidated EBITDA" means, as of any date for the four fiscal quarter

      -------------------

     period ending on such date with respect to the Consolidated Parties on a

     consolidated basis, the sum of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC