FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
DATED AS OF JUNE 20, 2003
This Amendment
to the $210,000,000 Revolving Credit Agreement dated as of
June 20, 2003 ("Amendment") is entered into
as of February 20, 2004.
RECITALS
This Amendment is entered into in reference to the following
facts:
(a) The Revolving Credit Agreement is dated as of June 20, 2003
(as
the same may be amended, supplemented or
otherwise modified from time to time,
the "Revolving Credit Agreement") among
Arch Chemicals, Inc., the Lenders
party thereto, JPMorgan Chase Bank, as
Administrative Agent, J.P. Morgan
Securities Inc., as Joint Lead Arranger and
Joint Book Manager, Banc of
America Securities, L.L.C., as Joint Lead
Arranger and Joint Book Manager,
Bank of America, National Association, as
Documentation Agent, and Fleet
National Bank as Syndication Agent.
Capitalized terms used in this Amendment
without definition shall have the
respective meanings assigned to them in the
Revolving Credit Agreement.
(b) The Borrower, the Agents and Required Lenders desire to
amend
the Revolving Credit Agreement in order to
make certain amendments to the
terms and conditions as more particularly
described herein.
NOW THEREFORE, in consideration of the mutual covenants
contained
herein, the parties hereto hereby agree as
follows:
ARTICLE ONE - AMENDMENT
1.1
AMENDMENT OF DEFINITION OF "PERMITTED ACQUISITION". The
definition of "Permitted Acquisition" shall
be amended by the deletion of the
existing subsection (b) in its entirety and
the substitution therefor of the
following:
"(b) the Borrower shall be in compliance, on a pro forma basis
after
giving effect to such acquisition, with the
covenants contained in Section
6.12, in each case recomputed as at the
last day of the most recently ended
Reference Period of the Borrower for which
the relevant information is
available as if such acquisition had
occurred on the first day of each
relevant period for testing such
compliance, and for the purposes of any
acquisition made in the first fiscal
quarter 2004, the required Consolidated
Leverage Ratio in respect of the relevant
Reference Period for testing shall
be deemed to be 4.25:1.00,"
1.2 AMENDMENT OF SECTION 6.12. Provided that the Borrower or one
its
Subsidiaries shall have substantially
consummated the acquisition, the details
of which were disclosed to the
Administrative Agent and the Lenders on
February 13, 2004, Section 6.12(a) shall be
amended by the deletion at the end
thereof of "3.5:1.0." and its substitution
with the following: "the
correlative ratio indicated below:
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FOR
QUARTER PERIOD ENDING
CONSOLIDATED LEVERAGE RATIO
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March 31,
2004
4.25
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June 30,
2004
4.00
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September 30,
2004 and thereafter
3.50
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ARTICLE TWO - REPRESENTATIONS AND WARRANTIES
2.1 BORROWER REPRESENTATIONS AND WARRANTIES. In order to induce
the
Agents and the Lenders to enter into this
Amendment, the Borrower represents
and warrants as follows:
(a) The Borrower has the power and authority and has taken all
action necessary to execute, deliver and
perform this Amendment and all other
agreements and instruments executed or
delivered or to be executed or
delivered in connection herewith and
therewith and this Amendment and such
other agreements and instruments constitute
the valid, binding and
