EXHIBIT 10(i)(5)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of December 23, 1996 to the Amended and Restated Credit
Agreement dated as of October 11, 1996 (the 'Agreement') among WITCO CORPORATION
and the BANKS listed on the signature pages hereof.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Agreement to provide for
the change in the debt covenant specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning assigned to such term in the Agreement. Each reference to 'hereof',
'hereunder', 'herein' and 'hereby' and each other similar reference and each
reference to 'this Agreement' and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
and restated hereby.
SECTION 2. Amendment of Section 5.07. Section 5.07 of the Agreement is
amended to replace '120%' with '175%'.
SECTION 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date hereof when the Agent shall have
received duly executed counterparts hereof signed by the Company and the
Required Banks (or, in the case of any party as to which an executed counterpart
shall not have been received, the Agent shall have received written confirmation
from such party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
WITCO CORPORATION
By /S/ XXXXX X. XXXXXXXX
...................................
Title: Vice President and Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /S/ XXXXXX XXXXXXXXX
...................................
Title: Vice President
THE CHASE MANHATTAN BANK
By /S/ XXXXXX X. XXXXX
...................................
Title: Vice President
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /S/ XXXXXX X. XXXXX
...................................
Title: Vice President
By /S/ XXXX X. XXXXXX
...................................
Title: A.V.P.
BANK OF AMERICA ILLINOIS
By /S/ XXXXX X. XXXXXX
...................................
Title: Vice President
CITIBANK, N.A.
By /S/ XXXX X. XXXXXXX
...................................
Title: Vice President
COMMERZBANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By /S/ XXXXXX X. XXXXXXX
...................................
Title: Vice President
By /S/ XXXXXX X. XXXXXXXX
...................................
Title: Assistant Cashier
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By /S/ XXXX XXXXXXXXXX
...................................
Title: Vice President
By /S/ XXXXX XXXXXXXXX
...................................
Title: Vice President
MELLON BANK, N.A.
By /S/ XXXX XXXXXXXX
...................................
Title: Vice President
2
FLEET NATIONAL BANK
By /S/ XXXXXX X. XXXXXX
...................................
Title: Vice President
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /S/ XXXXXXXXX XXXXXXXX
...................................
Title: Joint General Manager
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