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Document Preview Facility Agreement |
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Title: |
Facility Agreement |
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Entities: |
Barclays Bank plc; Octel Corp.; International Swaps & Derivatives Association, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 16KB of 417KB total |
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Price: |
$99 |
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ID: |
#384024 |
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CONFORMED COPY
DATED 30 JANUARY 2004
OCTEL CORP. AND CERTAIN SUBSIDIARIES
AS OBLIGORS
BARCLAYS BANK PLC
LLOYDS TSB BANK PLC
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
AS ARRANGER
WITH
BARCLAYS BANK PLC
ACTING AS ORIGINAL FACILITY AGENT AND ORIGINAL SECURITY AGENT
AND
LLOYDS TSB BANK PLC: CAPITAL MARKETS
AS SUCCESSOR FACILITY AGENT AND SUCCESSOR SECURITY AGENT
AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO A
FACILITY AGREEMENT
DATED 29 OCTOBER 2001
AS AMENDED ON
21 DECEMBER 2001, 18 MARCH 2002 AND 27 MARCH 2003
THIS AGREEMENT is dated 30 January 2004 and made between:
| (1) | OCTEL CORP. (the Parent); |
| (2) | THE SUBSIDIARIES of the Parent listed in Schedule 3 (The Obligors) as obligors (the Obligors); |
| (3) | BARCLAYS BANK PLC, LLOYDS TSB BANK PLC and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as arrangers (whether acting individually or together, the Arranger); |
| (4) | BARCLAYS BANK PLC, LLOYDS TSB BANK PLC and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as the Lenders (the Lenders); |
| (5) | CREDIT SUISSE, ZUG as an acceding bilateral bank (the Acceding Bilateral Bank); |
| (6) | BARCLAYS BANK PLC as Agent of the Lenders (the Original Facility Agent); |
| (7) | BARCLAYS BANK PLC as security agent and trustee for the Finance Parties (the Original Security Agent); |
| (8) | LLOYDS TSB BANK PLC: CAPITAL MARKETS as the successor facility agent (the Successor Facility Agent); and |
| (9) | LLOYDS TSB BANK PLC: CAPITAL MARKETS as the successor security agent and trustee for the Finance Parties (the Successor Security Agent). |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
In this Agreement:
Effective Date means the date on which the Agent confirms to the Lenders and the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent.
Original Agents means the Original Facility Agent and the Original Security Agent.
Original Facility Agreement means the US$250,000,000 facilities agreement dated 29 October 2001 between the Parent, the Agent, the Security Agent, the Lenders and others as amended from time to time prior to the date of this Agreement.
Restated Agreement means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in Schedule 2 (Restated Agreement).
Successor Agents means the Successor Facility Agent and the Successor Security Agent.
| 1.2 | Incorporation of Defined Terms |
| (a) | Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement. |
| (b) | The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement. |
| 1.3 | Clauses |
| (a) | In this Agreement any reference to a Clause or Schedule is, unless the context otherwise requires, a reference to a Clause or Schedule of this Agreement. |
| (b) | Clause and Schedule headings are for ease of reference only. |
1
| 2. | RESTATEMENT |
| 2.1 | Restatement of the Original Facility Agreement |
With effect from the Effective Date the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 2 (Restated Agreement).
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