0001021408-03-006137 Sample Contracts

SUPPORT AGREEMENT
Support Agreement • April 15th, 2003 • Geo Specialty Chemicals Inc • Industrial inorganic chemicals • New York

THIS SUPPORT AGREEMENT (this “Agreement”) is made as of April 14, 2003, by Charter Oak Partners, a Connecticut partnership, and Charter Oak Capital Partners, L.P., a Delaware limited partnership (individually, an “Obligor” and collectively, the “Obligors”), for the benefit of the Revolving Lenders (individually a “Revolving Lender” and collectively, the “Revolving Lenders”) party to the Credit Agreement (as defined below) and Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, as administrative agent for the Revolving Lenders (the “Agent”). Capitalized terms used herein without definitions shall have the meanings given to them in the Credit Agreement.

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REIMBURSEMENT AGREEMENT
Reimbursement Agreement • April 15th, 2003 • Geo Specialty Chemicals Inc • Industrial inorganic chemicals • Ohio

This Reimbursement Agreement (this “Agreement”), dated as of April , 2003, is made by GEO Specialty Chemicals, Inc., (the “Company”) in favor of Charter Oak Capital Partners, L.P. (“COCP”) and Charter Oak Partners (“COP” and together with COCP, “Charter Oak”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 15th, 2003 • Geo Specialty Chemicals Inc • Industrial inorganic chemicals • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 14, 2003 (this “Agreement”), is by and among GEO SPECIALTY CHEMICALS, INC. (“Borrower”), certain financial institutions party to the Credit Agreement referred to below (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, in its capacity as administrative agent (the “Administrative Agent”), and US BANK NATIONAL ASSOCIATION, in its capacity as documentation agent (“Documentation Agent”).

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