Exhibit 10.29 

THIRD AMENDMENT TO FIRST LIEN 

  CREDIT AND GUARANTY AGREEMENT

  AND WAIVER 


          THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT AND WAIVER dated as of March 19, 2007 (the “Agreement”) is entered into
among GENTEK INC., a Delaware corporation (“Holdings”), GENTEK HOLDING, LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party hereto, Bank of America, N.A. (“BOFA”), as Collateral Agent and Co-Administrative Agent and General Electric Capital Corporation, as Co-Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such
terms in the Credit Agreement (as defined below). 


RECITALS


          WHEREAS, Holdings, the Borrower, the Guarantors, the Lenders, Goldman Sachs Credit Partners L.P., as Joint Lead Arranger, Sole Bookrunner and Syndication Agent, Banc of America Securities LLC, as Joint Lead Arranger,
General Electric Capital Corporation, as Co-Administrative Agent and Bank of America, N.A., as Collateral Agent and Co-Administrative Agent entered into that certain First Lien Credit and Guaranty Agreement dated as of February 28, 2005 (as amended
or modified from time to time, the “Credit Agreement”);


          WHEREAS, Noma Holding Inc. (the “Seller”) sold certain assets (the “Transferred Assets”) to Electrical Components International, Inc. (the “Purchaser”) pursuant to that certain
Asset Purchase Agreement dated as of December 22, 2006 among the Purchaser, the Seller and Holdings; 


          WHEREAS, the Borrower has requested that the Lenders permit the Borrower to prepay the Second Lien Term Loans in full with the Net Asset Sale Proceeds received from the sale of the Transferred
Assets and the proceeds of the Term B Loans (as defined below); 


          WHEREAS, the Borrower has also requested that the Lenders amend the Credit Agreement as set forth below; 


          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 


          1.           Waiver. Subject to the other terms and conditions of this Agreement, notwithstanding the terms of Section 2.14(a) of
the Credit Agreement and Section 6.5 of the Credit Agreement, the Lenders hereby agree that (a) the Borrower shall not be required to prepay the Loans with the Net Asset Sale Proceeds from the sale of the Transferred Assets and (b) the Borrower may
prepay the Second Lien Term Loans with the proceeds of the Term B Loan; provided that the Borrower uses the Net Asset Sale Proceeds from the sale of the Transferred Assets and
the proceeds of the Term B Loan to repay the Second Lien Term Loans in full on the Third Amendment Effective Date. The above waivers shall not modify or affect the Credit Parties’ obligations to comply fully with the terms of Section 2.14(a),
Section 6.5 or any other duty, term, condition or covenant contained in the Credit Agreement or any other Credit Document in the future. This waiver is limited solely to the specific waivers identified in this Section 1, and nothing contained in
this Agreement shall be deemed to constitute a waiver of any other rights or remedies that the Co-Administrative Agents or any Lender may have under the Credit Agreement or any other Credit Document or under applicable law.












          2.           Amendments. The Credit Agreement is hereby amended as follows: 


            (a)           The
      following definitions are hereby added to Section 1.1 of the Credit Agreement
      in the appropriate alphabetical order and shall read as follows:



            “Excepted
        Asset Sales” means those Asset
        Sales described on Schedule 1.1(d) hereto. 

             “Term
        B Loan” means a Term B Loan
        made by a Lender to Borrower pursuant to Section 2.1(c) .

             “Term
        B Loan Commitment” means the
        commitment of a Lender to make or otherwise fund a Term B Loan and “Term
        B Term Loan Commitments” means
        such commitments of all Lenders in the aggregate. The amount of each
        Lender’s Term B Loan Commitment, if any, is set forth on Appendix
        A-3 or in the applicable Assignment Agreement, subject to any adjustment
        or reduction pursuant to the terms and conditions hereof. The aggregate
        amount of the Term B Loan Commitments as of the Third Amendment Effective
        Date is $50,000,000. 

             “Term
        B Loan Exposure” means, with
        respect to any Lender, as of any date of determination, the outstanding
        principal amount of the Term B Loans of such Lender; provided, at any
        time prior to the making of the Term B Loans, the Term B Loan Exposure
        of any Lender shall be equal to such Lender’s Term B Loan Commitment. 

            “Term B Loan Installment” as
      defined in Section 2.12(b) .

            “Term B Loan Installment
        Date” as defined in Section
        2.12(b) .

             “Term
        B Loan Maturity Date” means
        the earlier of (i) February 28, 2011, and (ii) the date that all Term
        B Loans shall become due and payable in full hereunder, whether by acceleration
        or otherwise. 

             “Term
        B Loan Note” means a promissory
        note in the form of Exhibit B-4, as it may be amended, supplemented or
        otherwise modified from time to time. 

            “Third Amendment Effective
        Date” means March 19, 2007.




            (b)
                Part (i) of the definition of “Applicable Margin” in Section
      1.1 of the Credit Agreement is hereby amended to read as follows: 




  (i) with respect to Term Loans
      and Term B Loans that are (a) Eurodollar Rate Loans, 2.25% per annum and
      (b) Base Rate Loans, 1.25% per annum; provided,
      that in the event the Loans are rated B1 or better by Moody’s then
      the Applicable Margin shall be (a) 2.00% per annum with respect to Eurodollar
      Rate Loans and (b) 1.00% per annum with respect to Base Rate Loans; 




            (c)
                The definition of “Class” in Section 1.1 of the Credit Agreement
      is hereby amended to read as follows: 




            “Class” means
      (i) with respect to Lenders, each of the following classes of Lenders:
      (a) Lenders having Term Loan Exposure, (b) Lenders having Term B Loan 




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  Exposure and (c) Lenders having
      Revolving Exposure (including Swing Line Lender), and (ii) with respect
      to Loans, each of the following classes of Loans: (a) Term Loans, (b) Term
      B Loans and (c) Revolving Loans (including Swing Line Loans). 




          (d)           The definition of “Commitment” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 





          “Commitment” means any Revolving Commitment, Term Loan Commitment or Term B Loan Commitment. 





          (e)           The second parenthetical in the definition of “Consolidated Excess Cash Flow” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 




  (excluding (i) repayments of Revolving
      Loans or Swing Line Loans except to the extent the Revolving Commitments
      are permanently reduced in connection with such repayments and (ii) repurchases
      of Term Loans and Term B Loans made pursuant to Section 2.13(c)) 





            (f)           Part
      (c) of the definition of “Interest Period” in Section 1.1 of
      the Credit Agreement is hereby amended to read as follows: 




  (c)(i) no Interest Period with
      respect to any portion of the Term Loans shall extend beyond the Term Loan
      Maturity Date and (ii) no Interest Period with respect to any portion of
      the Term B Loans shall extend beyond the Term B Loan Maturity Date; 




          (g)           The definition of “Loan” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 




            “Loan” means
      a Term Loan, a Term B Loan, a Revolving Loan and a Swing Line Loan. 




          (h)           The definition of “Pro Rata Share” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 




            “Pro
        Rata Share” means (i) with
        respect to all payments, computations and other matters relating to the
        Term Loan of any Lender, the percentage obtained by dividing (a) the
        Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure
        of all Lenders; (ii) with respect to all payments, computations and other
        matters relating to the Term B Loan of any Lender, the percentage obtained
        by dividing (a) the Term B Loan Exposure of that Lender by (b) the aggregate
        Term B Loan Exposure of all Lenders and (iii) with respect to all payments,
        computations and other matters relating to the Revolving Commitment or
        Revolving Loans of any Lender or any Letters of Credit issued or participations
        purchased therein by any Lender or any participations in any Swing Line
        Loans purchased by any Lender, the percentage obtained by dividing (a)
        the Revolving Exposure of that Lender by (b) the aggregate Revolving
        Exposure of all Lenders. For all other purposes with respect to each
        Lender, “Pro Rata Share” means the percentage obtained by dividing
        (A) an amount equal to the sum of the Term Loan Exposure, Term B Loan
        Exposure and the Revolving Exposure of that Lender, by (B) an amount
        equal to the sum of the aggregate Term Loan Exposure, Term B Loan Exposure
        and the aggregate Revolving Exposure of all Lenders. 



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          (i)           The
    definition of “Requisite Class Lenders” in Section 1.1 of the Credit
    Agreement is hereby amended to read as follows: 




            “Requisite
        Class Lenders” means, at any
        time of determination, (i) for the Class of Lenders having Term Loan
        Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure
        of all Lenders; (ii) for the Class of Lenders having Term B Loan Exposure,
        Lenders holding more than 50% of the aggregate Term B Loan Exposure of
        all Lenders; and (iii) for the Class of Lenders having Revolving Exposure,
        Lenders holding more than 50% of the aggregate Revolving Exposure of
        all Lenders. 



                    (j)           The definition of “Requisite Lenders” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 


            “Requisite
        Lenders” means one or more
        Lenders having or holding Term Loan Exposure, Term B Loan Exposure and/or
        Revolving Exposure and representing more than 50% of the sum of (i) the
        aggregate Term Loan Exposure of all Lenders, (ii) the aggregate Term
        B Loan Exposure of all Lenders and (iii) the aggregate Revolving Exposure
        of all Lenders. 



                    (k)           The definition of “Type of Loan” in Section 1.1 of the Credit Agreement is hereby amended to read as follows: 


            “Type
        of Loan” means (i) with respect
        to either Term Loans, Term B Loans or Revolving Loans, a Base Rate Loan
        or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans,
        a Base Rate Loan.



                    (l)           New Sections 2.1(c) and (d) are hereby added to the Credit Agreement to read as follows:


            (c)           Term
        B Loan Commitments. Subject to the
        terms and conditions hereof, each Lender severally agrees to make, on
        the Third Amendment Effective Date, a Term B Loan to the Borrower in
        an amount equal to such Lender’s Term B Loan Commitment. Borrower
        may make only one borrowing under the Term B Loan Commitment which shall
        be on the Third Amendment Effective Date. Any amount borrowed under this
        Section 2.1(c) and subsequently repaid or prepaid may not be reborrowed.
        Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with
        respect to the Term B Loans shall be paid in full no later than the Term
        B Loan Maturity Date. Each Lender’s Term B Loan Commitment shall
        terminate immediately and without further action on the Third Amendment
        Effective Date after giving effect to the funding of such Lender’s
        Term B Loan Commitment on such date. The Term B Loans may consist of
        Eurodollar Rate Loans or Base Rate Loans, as further provided herein. 

             (d)           Borrowing
        Mechanics for Term B Loans. Borrower
        shall deliver to BOFA a fully executed Funding Notice (y) three Business
        Days prior to the Third Amendment Effective Date in the case of Term
        B Loans which are Eurodollar Rate Loans and (z) one Business Day prior
        to the Third Amendment Effective Date in the case of Term B Loans which
        are Base Rate Loans. Promptly upon receipt by BOFA of such notice, BOFA
        shall notify each Lender of the proposed borrowing. Each Lender shall
        make its Term B Loan available to BOFA in immediately available funds
        by wire transfer of same day funds in Dollars, at the Principal Office
        designated by BOFA. BOFA shall make the proceeds of the Term B Loan available
        to the Borrower on the Third



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  Amendment Effective Date by causing
      an amount of same day funds in Dollars equal to the proceeds of the Term
      B Loan to be credited to the account of the Borrower at the Principal Office
      designated by BOFA or to such other account as may be designated in writing
      to BOFA by the Borrower.



                    (m)           Section 2.5(a) of the Credit Agreement is hereby amended to read as follows:


            (a)           Pro
        Rata Shares. All Loans shall be
        made, and all participations purchased, by Lenders simultaneously and
        proportionately to their respective Pro Rata Shares, it being understood
        that no Lender shall be responsible for any default by any other Lender
        in such other Lender’s obligation to make a Loan requested hereunder
        or purchase a participation required hereby nor shall any Term Loan Commitment,
        Term B Loan Commitment or any Revolving Commitment of any Lender be increased
        or decreased as a result of a default by any other Lender in such other
        Lender’s obligation to make a Loan requested hereunder or purchase
        a participation required hereby. 



                    (n)           The last sentence of Section 2.5(b) of the Credit Agreement is hereby amended to read as follows:


  Nothing in this Section 2.5(b)
      shall be deemed to relieve any Lender from its obligation to fulfill its
      Term Loan Commitments, Term B Loan Commitments and Revolving Commitments
      hereunder or to prejudice any rights that the Borrower may have against
      any Lender as a result of any default by such Lender hereunder.



                    (o)           The following sentence is hereby added at the end of Section 2.6 of the Credit Agreement:


  The proceeds of the Term B Loans
      shall be applied by the Borrower to repay the Second Lien Term Loans on
      the Third Amendment Effective Date.



                    (p)           Section 2.7(c) of the Credit Agreement is hereby amended to read as follows:


            (c)           Notes.
      If so requested by any Lender by written notice to the Borrower (with a
      copy to Administrative Agents) at least two Business Days prior to the
      Closing Date, or at any time thereafter, the Borrower shall execute and
      deliver to such Lender (and/or, if applicable and if so specified in such
      notice, to any Person who is an assignee of such Lender pursuant to Section
      10.6) on the Closing Date (or, if such notice is delivered after the Closing
      Date, promptly after Borrower’s receipt of such notice) a Note or
      Notes to evidence such Lender’s Term Loan, Term B Loan, Revolving
      Loan or Swing Line Loan, as the case may be.



                    (q)           Clause (i) in Section 2.8(a) of the Credit Agreement is hereby amended to read as follows:   


            (i)           in the case of Term Loans,
      Term B Loans and Revolving Loans: 



                    (r)           The first sentence of Section 2.8(c) of the Credit Agreement is hereby amended to read as follows:   


            (c)
                In connection with Eurodollar Rate Loans there shall be no more than (i)
      five (5) Interest Periods outstanding at any time with respect to Revolving
      Loans, (ii) 



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  five (5) Interest Periods outstanding
      at any time with respect to the Term Loans and (iii) five (5) Interest
      Periods outstanding at any time with respect to the Term B Loans. 



                    (s)           Subclauses (ii) and (iii) of Section 2.8(e) of the Credit Agreement are hereby amended to read as follows:  


  (ii) with respect to Term Loans
      and Term B Loans, shall accrue on a daily basis on and to the March 31st,
      June 30th, September 30th and December 31st most recently ended prior to
      such payment date and shall be payable in arrears on each Interest Payment
      Date; (iii) shall accrue on a daily basis and shall be payable in arrears
      upon any prepayment of Term Loans or Term B Loans, whether voluntary or
      mandatory, to the extent accrued on the amount being prepaid;. 



                    (t)           The language preceding the proviso in Section 2.9(a)(i) of the Credit Agreement is hereby amended to read as follows: 


            (i)           to
      convert at any time all or any part of any Term Loan, Term B Loan or Revolving
      Loan equal to $500,000 and integral multiples of $100,000 in excess
      of that amount from one Type of Loan to another Type of Loan;



                    (u)           A new Section 2.12(b) is hereby added to the Credit Agreement following Section 2.12(a) to read as follows: 


            (b)           Scheduled
        Installments for Term B Loans. The
        principal amounts of the Term B Loans shall be repaid in consecutive
        quarterly installments (each, a “Term
        B Loan Installment”) in the
        aggregate amounts set forth below on the four quarterly scheduled Interest
        Payment Dates applicable to Term B Loans (each, a “Term
        B Loan Installment Date”),
        commencing June 30, 2007: 

	
Fiscal Quarter
  	
Term B Loan Installments
  
	
June 30, 2007
  	
$125,000
  
	
September 30, 2007
  	
$125,000
  
	
December 31, 2007
  	
$125,000
  
	
March 31, 2008
  	
$125,000
  
	
June 30, 2008
  	
$125,000
  
	
September 30, 2008
  	
$125,000
  
	
December 31, 2008
  	
$125,000
  
	
March 31, 2009
  	
$125,000
  
	
June 30, 2009
  	
$125,000
  
	
September 30, 2009
  	
$125,000
  
	
December 31, 2009
  	
$125,000
  
	
March 31, 2010
  	
$125,000
  
	
June 30, 2010
  	
$12,125,000
  
	
September 30, 2010
  	
$12,125,000
  
	
December 31, 2010
  	
$12,125,000
  
	
Term B Loan Maturity Date
  	
$12,125,000
  




Notwithstanding the foregoing, (x) such Term B Loan Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term B Loans, as the case may be, in accordance with Sections 2.13, 2.14 and
2.15, as applicable; and (y) the




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  Term B Loans, together with all
      other amounts owed hereunder with respect thereto, shall, in any event,
      be paid in full no later than the Term B Loan Maturity Date. 



                    (v)           The second parenthetical in Section 2.13 of the Credit Agreement is hereby amended to read as follows: 


  (and Administrative Agents will
      promptly transmit such telephonic or original notice for Term Loans, Term
      B Loans or Revolving Loans, as the case may be, by telefacsimile or telephone
      to each Lender) 



                    (w)           Section 2.13(c) of the Credit Agreement is hereby amended to read as follows: 


                                (c)           Certain
Permitted Term Loan and Term B Loan Repurchases. 


            Notwithstanding
      anything to the contrary contained in this Section 2.13 or any other provision
      of this Agreement, so long as (i) there is no Default, (ii) there is no
      Event of Default and (iii) no Default or Event of Default would result
      therefrom, Borrower may repurchase outstanding Term Loans and Term B Loans
      on the following basis:




            (i)           Borrower
      may repurchase all or any portion of the Term Loans and the Term B Loans
      of one or more Lenders pursuant to an Assignment Agreement, between Borrower
      and such Lender or Lenders in an aggregate principal amount not to exceed
      (y) 10% of the initial aggregate principal amount of Term Loans and Term
      B Loans with respect to all such repurchases pursuant to this clause (i)
      and (z) $10,000,000 in any Fiscal Year; provided that, with respect
      to such repurchases, Borrower shall simultaneously provide a copy of such
      Assignment Agreement and any other agreements between Borrower and such
      Lender with respect to such repurchase to Administrative Agents; 

             (ii)          In
      addition, Borrower may make one or more offers (each, an “Offer”)
      to repurchase all or any portion of the Term Loans and the Term B Loans
      (such Term Loans and Term B Loans, the “Offer
      Loans”) of Lenders, provided,
      (A) Borrower delivers a notice of such Offer to Administrative Agents and
      all Lenders no later than noon (New York City time) at least five Business
      Days in advance of a proposed consummation date of such Offer indicating
      (1) the last date on which such Offer may be accepted, (2) the maximum
      dollar amount of the Offer, (3) the repurchase price per dollar of principal
      amount of such Offer Loans at which Borrower is willing to repurchase the
      Offer Loans and (4) the instructions, consistent with this Section 2.13(c)
      with respect to the Offer (which shall be reasonably acceptable to Borrower
      and Administrative Agents), that a Lender must follow in order to have
      its Offer Loans repurchased; (B) the maximum dollar amount of the Offer
      shall be no less than an aggregate $1,000,000; (C) Borrower shall hold
      the Offer open for a minimum period of two Business Days; (D) a Lender
      who elects to participate in the Offer may choose to tender all or part
      of such Lender’s Offer Loans; and (E) the Offer shall be made to Lenders
      holding the Offer Loans on a pro rata basis in accordance with their Pro
      Rata Shares; provided, further that,
      if any Lender elects not to 



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  participate in the Offer, either
      in whole or in part, the amount of such Lender’s Offer Loans not being
      tendered shall be excluded in calculating the pro rata amount applicable
      to the balance of such Offer Loans; 

             (iii)           With
      respect to all repurchases made by Borrower pursuant to this Section 2.13(c),
      (A) Borrower shall pay all accrued and unpaid interest, if any, on the
      repurchased Term Loans and Term B Loans to the date of repurchase of such
      Term Loans and Term B Loans (B) Borrower shall have provided to all Lenders
      all information that, together with any previously provided information,
      would satisfy the requirements of Rule 10b-5 of the Exchange Act with respect
      to an offer by Borrower to repurchase securities registered under the Securities
      Act of 1933 (whether or not such securities are outstanding) as if such
      offer was being made as of the date of such repurchase of Term Loans and
      Term B Loans from a Lender and (C) such repurchases shall not be deemed
      to be voluntary prepayments pursuant to this Section 2.13, Section 2.15
      or 2.16 hereunder except that the amount of the Loans so repurchased shall
      be repurchased between the Term Loans and the Term B Loans and applied
      on a pro rata basis in each case to reduce the scheduled remaining Installments
      of principal on such Term Loan and the remaining Term B Loan Installments
      of principal on such Term B Loan, as applicable; and 

             (iv)          Following
      repurchase by Borrower pursuant to this Section 2.13(c), the Term Loans
      and Term B Loans so repurchased shall be deemed cancelled for all purposes
      and no longer outstanding (and may not be resold by Borrower), for all
      purposes of this Agreement and all other Credit Documents, including, but
      not limited to (A) the making of, or the application of, any payments to
      the Lenders under this Agreement or any other Credit Document, (B) the
      making of any request, demand, authorization, direction, notice, consent
      or waiver under this Agreement or any other Credit Document or (C) the
      determination of Requisite Lenders, or for any similar or related purpose,
      under this Agreement or any other Credit Document. Any payment made by
      Borrower in connection with a repurchase permitted by this Section 2.13(c)
      shall not be subject to the provisions of either Section 2.16(a) or Section
      2.17. Failure by Borrower to make any payment to a Lender required by an
      agreement permitted by this Section 2.13(c) shall not constitute an Event
      of Default under Section 8.1(a). 




  Notwithstanding any of the provisions
      set forth in this Agreement to the contrary, Borrower, the Lenders and
      Agents hereby agree that nothing in this Agreement shall be understood
      to mean or suggest that the Term Loans or the Term B Loans constitute “securities” for
      purposes of either the Securities Act or the Exchange Act. 



                    (x)            Section 2.14(a) of the Credit Agreement is hereby amended to read as follows: 


            (a)           Asset
        Sales. No later than the third Business
        Day following the date of receipt by any Credit Party of any Net Asset
        Sale Proceeds (other than any Net Asset Sale 



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  Proceeds received from any Excepted
      Asset Sale), the Borrower shall prepay the Loans and/or the Revolving Commitments
      shall be permanently reduced as set forth in Section 2.15(b) in an aggregate
      amount equal to such Net Asset Sale Proceeds; provided,
      so long as no Default or Event of Default shall have occurred and be continuing,
      Borrower shall have the option, directly or through one or more of its
      Subsidiaries, to invest Net Asset Sale Proceeds (in an aggregate amount
      not to exceed $20,000,000 of such proceeds received by the Credit Parties
      in any Fiscal Year) within three hundred sixty-five days of receipt thereof
      in long-term assets of the general type used in the business of Borrower
      and its Subsidiaries and Permitted Acquisitions; provided further,
      pending any such investment such Net Asset Sale Proceeds shall be applied
      to prepay Revolving Loans to the extent outstanding (without a reduction
      in Revolving Commitments) and provided further, that any such Net Asset
      Sale Proceeds not so reinvested within 365 days of receipt thereof shall
      be applied to prepay the Loans as set forth herein. 



                    (y)           The first parenthetical in Section 2.14(c) of the Credit Agreement is hereby amended to read as follows: 


  (other
      than pursuant to (i) any employee stock or stock option compensation plan
      and (ii) the exercise of warrants payable in cash in an amount not to exceed $10,000,000
      in any Fiscal Year and $30,000,000 in the aggregate from the Closing
      Date through the applicable date of determination) 



                    (z)           Section 2.14(e) of the Credit Agreement is hereby amended to read as follows: 




          (e)           Consolidated Excess Cash Flow.  In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year
(commencing with the Fiscal Year ending December 31, 2006), the Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section
2.15(b) in an aggregate amount equal to the sum of (i) 50% of such Consolidated Excess Cash Flow minus (ii) any voluntary repurchases of the Term Loans or the Term B Loans made by the Borrower pursuant to the terms hereof; provided, on any date that the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage
Ratio) shall be 3.50:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required hereby. 





          (aa)           The third clause following the “:”in Section 2.15(a) of the Credit Agreement and the last sentence of Section 2.15(a) of the Credit Agreement are each hereby amended to read as
follows: 





           third, to prepay the Term Loans and the Term B Loans, on a pro rata basis (in accordance with the outstanding principal amounts thereof). 


          Any prepayment of any Term Loan pursuant to Section 2.13(a) shall be further applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan, and any prepayment of any Term B Loan
pursuant to Section 2.13(a) shall be further applied on a pro rata basis to reduce the scheduled remaining Term B Installments of principal on such Term B Loan. 




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          (bb)         The
first clause following the “:” in Section 2.15(b) of the Credit Agreement
is hereby amended to read as follows: 




            first,
      to prepay Term Loans and Term B Loans, on a pro rata basis (in accordance
      with the respective outstanding principal amounts thereof) and shall be
      further applied on a pro rata basis to the remaining scheduled Installments
      of principal of the Term Loans and remaining scheduled Term B Loan Installments
      of principal of the Term B Loans;



                    (cc)         The
    language preceding the “:” in  Section 3.2(a) is hereby amended
    to read as follows: 


            (a)           Conditions
        Precedent. The obligation of each
        Lender to make any Loan, or Issuing Bank to issue any Letter of Credit,
        on any Credit Date, including the Closing Date, the Term Loan Funding
        Date and the Third Amendment Effective Date, are subject to the satisfaction,
        or waiver in accordance with Section 10.5, of the following conditions
        precedent: 



          (dd)         Section
    3.2(a)(vi) of the Credit Agreement is hereby amended to read as follows: 



                                          (a)           [Intentionally omitted.] 

                    (ee)          Section
    5.1(a) of the Credit Agreement is hereby amended to read as follows:
  

                                          (a)           [Intentionally omitted.]

                            (ff)           Section
    6.1(o) of the Credit Agreement is hereby amended to read as follows: 


            (o)
                other Indebtedness of Holdings and its Subsidiaries in an aggregate amount
      not to exceed at any time $25,000,000; and 



                    (gg)         Section
    6.2(p) of the Credit Agreement is hereby amended to read as follows: 


            (p)           other
      Liens securing Indebtedness in an aggregate amount not to exceed $25,000,000
      at any time outstanding.




            (hh)         The “.”at
      the end of Section 6.5(d) of the Credit Agreement is replaced with a “;
      and” and the following new clause (e) is hereby added at the end of
      Section 6.5 of the Credit Agreement to read as follows: 




            (e)           Holdings
      may repurchase shares of its Capital Stock; provided that
      (i) no Default or Event of Default exists immediately prior to and after
      giving effect to any such repurchase and (ii) the aggregate amount of all
      such repurchases of Capital Stock by Holdings pursuant to this Section
      6.5(e) from the Third Amendment Effective Date through the remaining term
      of this Agreement shall not exceed $100,000,000; provided that
      Holdings may make additional repurchases of its Capital Stock in excess
      of the threshold established in clause (ii) above if the Borrower delivers
      a revised Compliance Certificate demonstrating that the Leverage Ratio
      calculated on a pro forma basis after giving effect to such repurchase
      (as if such repurchase had occurred in the beginning of the period set
      forth in such Compliance Certificate) is at least .50 less than the ratio
      required to be maintained by Section 6.8(b) . 



10











          (ii)           Sections 6.8(a), (b) and (c) of the Credit Agreement are each hereby amended to read as follows: 




            (a)           Interest
        Coverage Ratio. Holdings shall not
        permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter,
        beginning with the Fiscal Quarter ending December 31, 2006, to be less
        than the correlative ratio indicated:

  	 Fiscal
            Quarter 	 Interest
            Coverage Ratio 
	 December
          31, 2006 	 2.75:1.00 
	 March
          31, 2007 	 2.75:1.00 
	 June
          30, 2007 	 2.75:1.00 
	 September
          30, 2007 	 2.75:1.00 
	 December 31,
          2007 and each fiscal 	 3.00:1.00 
	 Quarter
          ending thereafter 	  


  

             (b)           Leverage
        Ratio. Holdings shall not permit
        the Leverage Ratio as of the last day of any Fiscal Quarter, beginning
        with the Fiscal Quarter ending December 31, 2006 to exceed the correlative
        ratio indicated: 

  	 Fiscal
            Quarter 	 Leverage
            Ratio 
	 December
          31, 2006 	 4.00:1.00 
	 March
          31, 2007 	 4.00:1.00 
	 June
          30, 2007 	 4.00:1.00 
	 September
          30, 2007 	 4.00:1.00 
	 December 31,
          2007 and each fiscal 	 3.50:1.00 
	 Quarter
          ending thereafter 	  


  

             (c)           Maximum
        Consolidated Capital Expenditures.
        Holdings shall not, and shall not permit its Subsidiaries to, make or
        incur Consolidated Capital Expenditures, in any Fiscal Year indicated
        below, in an aggregate amount for Holdings and its Subsidiaries in excess
        of the corresponding amount set forth below opposite such Fiscal Year
        (other than those funded with (i) the Net Asset Sale Proceeds of any
        Asset Sale (including without limitation the Net Asset Sale Proceeds
        of any Excepted Asset Sale) that are not required to be used to prepay
        the Loans pursuant to Section 2.14(a) or (ii) insurance proceeds); provided,
        such amount for any Fiscal Year shall be increased by an amount equal
        to the excess, if any, (but in no event more than $15,000,000) of
        such amount for the previous Fiscal Year (as adjusted in accordance with
        this proviso) over the actual amount of such Consolidated Capital Expenditures
        for such previous Fiscal Year:

  	 Fiscal
            Year 	 Consolidated
            Capital 
	  	 Expenditures 
	 2005 	 $43,800,000 
	 2006 	 $36,900,000 
	 2007 	 $44,000,000 
	 2008 	 $42,000,000 
	 2009 	 $33,000,000 


  



                    (jj)          Clause
(3) of Section 6.9(b) of the Credit Agreement is hereby amended to read


11












             as
follows:


  (3) the Net Asset Sale Proceeds
      thereof (other than any Net Asset Sale Proceeds received from any Excepted
      Asset Sale) shall be applied as required by Section 2.14(a) and 




                    (kk)         Section
    6.9(d) of the Credit Agreement is hereby amended to read as follows: 


            (d)           Permitted
      Acquisitions, the non-equity consideration for which constitutes (i) less
      than $40,000,000 in the aggregate in any Fiscal Year; and (ii) less
      than $100,000,000 in the aggregate from the Third Amendment Effective
      Date to the date of determination; provided, that the non-equity consideration
      of any Permitted Acquisition may exceed the limitations set forth in clauses
      (i) and (ii) of this Section 6.9(d), if the Borrower delivers a revised
      Compliance Certificate demonstrating that the Leverage Ratio calculated
      on a pro forma basis in accordance with Section 6.9(d) after giving effect
      to such Permitted Acquisition (as if such Permitted Acquisition had occurred
      in the beginning of the period set forth in such Compliance Certificate)
      is at least .50 less than the ratio required to be maintained by Section
      6.8(b) (it being understood and agreed
      that (x) any Cash proceeds received by Holdings from a capital contribution,
      or the issuance of Capital Stock, and used as consideration to make a Permitted
      Acquisition within 90 days of receipt of such Cash proceeds shall be considered
      equity consideration (and not cash consideration counting toward the baskets
      above) for purposes of this Section 6.9(d) and (y) any proceeds of a Revolving
      Loan borrowing and/or Cash used to fund in whole or in part a Permitted
      Acquisition shall be considered equity consideration (and not cash consideration
      counting toward the baskets above) for purposes of this Section 6.9(d)
      so long as such Revolving Loan and/or Cash is immediately repaid or replenished
      in full with Cash proceeds received by Holdings from a capital contribution,
      or the issuance of Capital Stock within 90 days of the date of the consummation
      of such Permitted Acquisition); 



                    (ll)          Section
    6.11 of the Credit Agreement is hereby amended to read as follows: 


                            6.11      [Intentionally omitted.] 


                    (mm)      Clause
(B) of Section 10.6(c)(ii) of the Credit Agreement is hereby amended to read
as follows: 


  (B) $1,000,000 as of the Trade
      Date (or such lesser amount as may be agreed to by Borrower and Administrative
      Agents or as shall constitute the aggregate amount of the Term Loan or
      the Term B Loan of the assigning Lender) with respect to the assignment
      of Term Loans and Term B Loans; 



                    (nn)       Section 10.6(d) of the Credit Agreement is hereby amended to read as follows: 


            (d)           Mechanics.
      Assignments of Term Loans and Term B Loans by Lenders may be made via an
      electronic settlement system acceptable to Administrative Agents as designated
      in writing from time to time to the Lenders by Administrative Agents (the “Settlement
      Service”). Each such assignment
      shall be effected by the assigning Lender and proposed assignee pursuant
      to the procedures then in effect under the Settlement Service, which procedures
      shall be consistent with the other provisions of this Section 10.6. Each
      assignor Lender and proposed assignee shall comply with the requirements
      of the Settlement Service in connection with effecting any transfer of
      Loans 



12











  pursuant to the Settlement Service.
      Administrative Agents’ and Borrower’s consent shall be deemed
      to have been granted, with regard to any Lender set forth on a list of
      preapproved lenders agreed to in advance between Borrower and GSCP, pursuant
      to Section 10.6(c)(ii) with respect to any transfer effected through the
      Settlement Service. Subject to the other requirements of this Section 10.6,
      assignments and assumptions of Term Loans and Term B Loans may also be
      effected by manual execution and delivery to the Administrative Agents
      of an Assignment Agreement with, in the case of an assignment pursuant
      to Section 10.6(c)(ii), the prior written consent of each of Borrower and
      Administrative Agents (such consent not to be (x) unreasonably withheld
      or delayed or (y) in the case of Borrower, required at any time an Event
      of Default shall have occurred and then be continuing). Initially, assignments
      and assumptions of Term Loans and Term B Loans shall be effected by such
      manual execution until Administrative Agents notify Lenders to the contrary.
      Assignments and assumptions of Revolving Loans and Revolving Commitments
      shall only be effected by manual execution and delivery to the Administrative
      Agents of an Assignment Agreement. Assignments made pursuant to the foregoing
      provision shall be effective as of the Assignment Effective Date. In connection
      with all assignments there shall be delivered to Administrative Agents
      such forms, certificates or other evidence, if any, with respect to United
      States federal income tax withholding matters as the assignee under such
      Assignment Agreement may be required to deliver pursuant to Section 2.20(c)
      . Notwithstanding anything herein or in any Assignment Agreement to the
      contrary and (i) unless notice to the contrary is delivered to the Lenders
      from the Administrative Agents or (ii) so long as no Default or Event of
      Default has occurred and is continuing, payment to the assignor by the
      assignee in respect of the settlement of an assignment of any Term Loan
      or Term B Loan (but not any Revolving Loan or Revolving Commitment) shall
      include such compensation to the assignor as may be agreed upon by the
      assignor and the assignee with respect to all unpaid interest which has
      accrued on such Term Loan or Term B Loan to but excluding the Assignment
      Effective Date. On and after the applicable Assignment Effective Date,
      the applicable assignee shall be entitled to receive all interest paid
      or payable with respect to the assigned Term Loan or Term B Loan, whether
      such interest accrued before or after the applicable Assignment Effective
      Date. 




            (oo)         A
      new Appendix A-3 is hereby added to the Credit Agreement to read as provided
      on Appendix A-3 attached hereto. 

             (pp)            A
      new Schedule 1.1(d) is hereby added to the Credit Agreement to read as
      provided on Schedule 1.1(d) attached hereto.

             (qq)            Exhibit
      A-1 to the Credit Agreement is hereby amended to read as provided on Exhibit
      A-1 attached hereto.

             (rr)
                Exhibit A-2 to the Credit Agreement is hereby amended to read as provided
      on Exhibit A-2 attached hereto.

             (ss)
               A new Exhibit B-4
      is hereby added to the Credit Agreement to read as provided on Exhibit
      B-4 attached hereto. 



          3.           Conditions Precedent.  This Agreement shall be effective upon satisfaction of the following conditions precedent:



13












            (a)
                Receipt by BOFA of counterparts of this Agreement duly executed by the
      Borrower, the Guarantors and the Requisite Lenders; and 

             (b)
                Receipt by BOFA of a certificate of an Authorized Officer of the Borrower,
      in form and substance reasonably satisfactory to BOFA, (i) certifying that
      the Organizational Documents of each Credit Party delivered on the Closing
      Date have not been amended, supplemented or otherwise modified since the
      Closing Date except as otherwise disclosed in a public filing or to BOFA
      directly, and remain in full force and effect as of the Third Amendment
      Effective Date, (ii) attaching resolutions of each Credit Party approving
      and adopting this Agreement, the transactions contemplated herein and authorizing
      the execution and delivery of this Agreement and any documents, agreements
      or certificates related thereto and certifying that such resolutions have
      not been amended, supplemented or otherwise modified and remain in full
      force and effect as of the Third Amendment Effective Date and (iii) certifying
      that Holdings and its Subsidiaries (after giving effect to this Agreement
      and the incurrence of Indebtedness related hereto) are Solvent on a consolidated
      basis. 

             (c)
                Receipt by the BOFA of favorable opinions of legal counsel to the Credit
      Parties, addressed to BOFA and each Lender, dated as of the Third Amendment
      Effective Date, in form and substance satisfactory to BOFA. 

             (d)
                Receipt by BOFA of a payoff letter from Goldman Sachs Credit Partners L.P.,
      in its capacity as administrative agent under the Second Lien Credit Agreement,
      containing the payoff amount for the Second Lien Term Loans and other agreements
      reasonably satisfactory to BOFA and the Borrower.



4.           Miscellaneous. 


            (a)           The
      Credit Agreement, and the obligations of the Credit Parties thereunder
      and under the other Credit Documents, are hereby ratified and confirmed
      and shall remain in full force and effect according to their terms. 

             (b)           Each
      Guarantor (i) acknowledges and consents to all of the terms and conditions
      of this Agreement, (ii) affirms all of its obligations under the Credit
      Documents and (iii) agrees that this Agreement and all documents executed
      in connection herewith do not operate to reduce or discharge its obligations
      under the Credit Agreement or the other Credit Documents. 

             (c)           The
      Borrower and the Guarantors hereby represent and warrant as follows: 




            (i)           Each
      Credit Party has taken all necessary action to authorize the execution,
      delivery and performance of this Agreement. 

             (ii)          This
      Agreement has been duly executed and delivered by the Credit Parties and
      constitutes each of the Credit Parties’ legal, valid and binding obligations,
      enforceable in accordance with its terms, except as such enforceability
      may be limited by Debtor Relief Laws and general principles of equity (regardless
      of whether such enforceability is considered in a proceeding in equity
      or at law). 

             (iii)         No
      consent, approval, authorization or order of, or filing, registration or
      qualification with, any court or governmental authority or third party
      is required in connection with the execution, delivery or performance by
      any Credit Party of this Agreement. 



14











              (d)           This
        Agreement may be executed in any number of counterparts, each of which
        when so executed and delivered shall be an original, but all of which
        shall constitute one and the same instrument. Delivery of an executed
        counterpart of this Agreement by telecopy shall be effective as an original
        and shall constitute a representation that an executed original shall
        be delivered. 

               (e)           THIS
          AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
          BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
          LAWS OF THE STATE OF NEW YORK. 



15











          Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. 

	
BORROWER:
  	
GENTEK HOLDING, LLC
  
	 

  
	 

  	
By:           s/WILLIAM
E. REDMOND, Jr 
  
	 

  	
Name:
  	
WILLIAM E. REDMOND, Jr
  
	 

  	
Title:
  	
President and Chief Executive Officer
  
	 

  
	
GUARANTORS:
  	
GENTEK INC.
  
	 

  
	 

  	By:           s/WILLIAM
    E. REDMOND, Jr 
	 

  	
Name: WILLIAM E. REDMOND, Jr
  
	 

  	
Title:    President and Chief Executive Officer
  
	 

  
	 	 BALCRANK PRODUCTS INC. 

	 	 BINDERLINE DRAFTLINE,
    INC. 

	 

  	
DEFIANCE, INC.
  
	 	 DEFIANCE KINEMATICS INC. 

	 

  	
DEFIANCE PRECISION PRODUCTS, INC.
  
	 

  	
DEFIANCE PRECISION PRODUCTS MANAGEMENT LLC
  
	 

  	
DEFIANCE PRECISION PRODUCTS MANUFACTURING LLC
  
	 

  	
DEFIANCE TESTING & ENGINEERING SERVICES, INC.
  
	 

  	
FINI ENTERPRISE, INC.
  
	 

  	
GENERAL CHEMICAL LLC
  
	 

  	
GENERAL CHEMICAL PERFORMANCE PRODUCTS LLC
  
	 

  	
GENERAL CHEMICAL WEST LLC
  
	 

  	
GENTEK TECHNOLOGIES MARKETING INC.
  
	 

  	
HY-FORM PRODUCTS, INC.
  
	 

  	
PRINTING DEVELOPMENTS, INC.
  
	 

  	
REHEIS, INC.
  
	 	 TOLEDO TECHNOLOGIES INC. 

	 

  	
TOLEDO TECHNOLOGIES MANAGEMENT LLC
  
	 

  	
TOLEDO TECHNOLOGIES MANUFACTURING LLC
  
	 

  	
VIGILANT NETWORKS LLC
  
	 

  
	 

  
	 

  	
By:
     s/James Imbriaco                                         
	 

  	
Name: 
  	
James Imbriaco
  
	 

  	
Title:
  	
Secretary
  





GENTEK HOLDING, LLC

THIRD AMENDMENT TO FIRST LIEN CREDIT

AND GUARANTY AGREEMENT AND WAIVER 











	 	
BANK OF AMERICA, N.A., as Collateral Agent and
  
	 	
Co-Administrative Agent
  
	 	 

  
	 	 

  
	 	
By:__________________________________
  
	 	
Name:
  
	 	
Title:
  
	 	 

  
	 	
BANK OF AMERICA, N.A., as a Lender
  
	 	 

  
	 	 

  
	 	 By:__________________________________ 
	 	
Name:
  
	 	
Title:
  
	 	 

  
	 	 

  
	 	
GENERAL ELECTRIC CAPITAL CORPORATION,
  
	 	
as Co-Administrative Agent and a Lender
  
	 	 

  
	 	 

  
	 	 By:__________________________________ 
	 	
Name:
  
	 	
Title:
  




 GENTEK HOLDING, LLC

THIRD AMENDMENT TO FIRST LIEN CREDIT

AND GUARANTY AGREEMENT AND WAIVER 











	
LENDERS:
  	
[Insert name of applicable Lender]
  
	 

  
	 

  
	 	  By:__________________________________ 

	 

  	
Name:
  
	 

  	
Title:
  




 GENTEK HOLDING, LLC

THIRD AMENDMENT TO FIRST LIEN CREDIT

AND GUARANTY AGREEMENT AND WAIVER