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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC