Unassociated Document


    EXECUTION
COPY

    


    


    


     

    
      	 	 	
              FIRST SUPPLEMENTAL
      INDENTURE dated as of February
      1, 1996 (this "Supplemental Indenture"),
      made and entered into by and among
      WITCO CORPORATION, a Delaware corporation
      (the "Company"), THE CHASE MANHATTAN
      BANK, N.A., a national banking association
      (the "Initial Trustee"), and FLEET
      NATIONAL BANK OF CONNECTICUT, a national
      banking association (the "Note Trustee"),
      to the Indenture dated as of February
      1, 1993, between the Company and the Initial
      Trustee (the "Indenture"). Unless otherwise
      indicated, definitions used in this Supplemental
      Indenture shall have the meanings
      ascribed to them in the
Indenture.

            


    

    
 

              WHEREAS,
the Company entered into the Indenture with the
Initial Trustee, as Trustee, for the purpose of issuing unsecured
debentures, notes or other evidences of indebtedness (the
"Securities") to be issued in one or more series, in such principal
amount or amounts as may from time to time be authorized
by or pursuant to the authority granted in one or more resolutions
of the Board of Directors of the Company; and

    


              WHEREAS,
the Company has previously issued pursuant to the
Indenture the series of Securities denominated as "6.60% Notes due
April 1, 2003" and the series of Securities denominated as "7.75%
Debentures due April 11, 2023" with respect to which the
Initial Trustee currently serves as Trustee; and

    


              WHEREAS,
the Company proposes to issue a series of Securities
denominated as its "61/8% Notes due 2006" (the "Notes")
and a series of Securities denominated as its "67/8% Debentures
due 2026" (the "Debentures"); and

    


              WHEREAS,
the Company desires to fix and determine the terms of
the Notes and the Debentures pursuant to Section 301 of the
Indenture and to confirm the appointment of the Initial Trustee
as Trustee for the Debentures and to provide for the appointment
of the Note Trustee as the Trustee for the Notes;

    


    


              NOW,
THEREFORE, in consideration of the premises, of the
purchase and acceptance of the Securities by the holders
thereof and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and in order
to provide for the appointment of, and to secure the
agreement of, the Note Trustee to act as a successor Trustee
for the Notes, and in order to confirm the appointment
of, and to secure the agreement of, the Initial

    Trustee
to act as Trustee for the Debentures, each of the Company,
the Note Trustee and the Initial Trustee, for itself
and its successors, does hereby covenant and agree as
follows:

    


              Section
1. The terms of the Notes shall be as set forth in Annex
I to this Supplemental Indenture.

    


              Section
2. The terms of the Debentures shall be as set forth in
Annex II to this Supplemental Indenture.

    


              Section
3. The Company hereby appoints the Note Trustee as a
successor Trustee for the Notes under the Indenture and as its agent
to receive all the presentations, surrenders, notices and
demands referred to in the Indenture with respect to the Notes.
The Note Trustee hereby accepts the foregoing appointment, and
agrees to act as Trustee for the Notes and as agent for the foregoing
purposes, and, as such, agrees to become a party to, and be
bound by the terms and provisions of, the Indenture as supplemented
hereby and to assume all the trusts, duties and obligations
of a Trustee thereunder with respect to the Notes, it being
understood that the Note Trustee shall be entitled to all the
rights, immunities, protections and exculpations and the standard
of care made available to a Trustee under the Indenture.

    


              Section
4. The Company and the Initial Trustee hereby confirm
that the Initial Trustee shall remain the sole Trustee for all
series of Securities outstanding as of the date hereof under the
Indenture other than the Notes, with all the rights, powers,
trusts, duties and obligations of a Trustee under the Indenture.

    


              Section
5. Each of the parties to this Supplemental Indenture
agrees and understands that (i) nothing in this Supplemental
Indenture or the Indenture shall establish the Note Trustee
and the Initial Trustee as co-trustees of the same trust and that
(ii) each Trustee shall be trustee of a trust or trusts under the
Indenture as hereby supplemented separate and apart from any
trust or trusts administered by any other Trustee.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


              Section
6. Notwithstanding the provisions of Section 609 of
the Indenture, the Corporate Trust Office of the Note Trustee
at the date of execution of this Supplemental Indenture is
located at 777 Main Street, Hartford, Connecticut, 06115, and all
references in the Indenture to the "Corporate Trust Office" of the
Note Trustee shall be deemed to refer to such office in Hartford,
Connecticut. Communications may be directed to the Note Trustee
in the City of New York at 40 Broad Street, New York, N.Y.
10004, Attention: Mari-Elna DeGuia, or such other address in the City
of New York as the Note Trustee shall designate to the Company.

    


              Section
7. The Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects ratified and confirmed,
and the Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

    


              Section
8. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included
in this Supplemental Indenture by any of the provisions of the
Trust Indenture Act, such required provision shall control.

    


              Section
9. Nothing in this Supplemental Indenture, expressed
or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the holders of the Notes
and Debentures, any benefit or any legal or equitable right,
remedy, claim under this Supplemental Indenture.

    


              Section
10. This Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and this
Supplemental Indenture for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.

    


              Section
11. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the
same instrument.

    


              IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day
and year first above written.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
    

     

    
      	 	 	WITCO CORPORATION,
      

              


              by
      /s/Dustan E. McCoy

                   
      ------------------------------------------------------

            


    

     

    


    


    [Seal]

    


    Attest:

    


     

     

    /s/Geraldine
J. Eustace

    ------------------------------------------------------

     

    
       

      
        	 	 	
                FLEET
      NATIONAL BANK OF

                CONNECTICUT, as
      Trustee

                


                by
      /s/Michael M. Hopkins

                     
      ------------------------------------------------------

              


      

       

      
 

    

    [Seal]

    


    Attest:

    


    


    /s/Susan
T. Keller

    ------------------------------------------------------

    
      
         

        
          	 	 	
                  THE CHASE
      MANHATTAN BANK, N.A.,

                  as
      Trustee

                  


                  by
      /s/Sheik Wiltshire

                       
      ------------------------------------------------------

                


        

         

      

    

                          

    [Seal]

    


    Attest:

    


    


    /s/G.
Richards

    ------------------------------------------------------

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


    STATE OF
CONNECTICUT, )

                                                      
)   ss:

    COUNTY OF
FAIRFIELD,     )

    


     

    On the
9th day of February, 1996, before me personally came
Dustan E. McCoy, to me known, who, being by me duly sworn, did
depose and say that he is Vice President, Corporate Secretary and
General Counsel of Witco Corporation, one of the parties described
in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.

    


    
      
        
           

          
            	 	 	
                    /s/Geraldine
      J. Eustace

                    ------------------------------------------------------

                  


          

           

          
 

        

      

    

    [Notarial
Seal]

     

     

    STATE OF
CONNECTICUT, )

                                                       )  
ss:

    COUNTY OF
HARTFORD,    )

    

 

    On the
9th day of February, 1996, before me personally came
Michael M. Hopkins, to me known, who, being by me duly sworn,
did depose and say that he is Vice President of Fleet National
Bank of Connecticut, one of the parties described in and which
executed the foregoing instrument; that he knows the seal of said
national banking association; that the seal affixed to said
instrument is such seal; that it was so affixed by authority of the
Board of Directors of said national banking association, and that
he signed his name thereto by like authority.

    


    
      
         

        
          	 	 	
                  /s/Karen
      R. Felt

                  ------------------------------------------------------

                


        

         

         

      

    

    


    [Notarial
Seal]

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    STATE OF
NEW YORK,        )

    
                                                        
)   ss:

      COUNTY OF
KINGS,             
)

       

       

       

    

    On the
12th day of February, 1996, before me personally came S.
Wiltshire, to me known, who, being by me duly sworn, did depose
and say that he is Second Vice President of The Chase Manhattan
Bank, N.A., one of the parties described in and which executed
the foregoing instrument; that he knows the seal of said national
banking association; that the seal affixed to said instrument
is such seal; that it was so affixed by authority of the
By-laws of said national banking association, and that he signed
his name thereto by like authority.

    


    
      
         

        
          	 	 	
                  /s/Margaret
      M. Price

                  ------------------------------------------------------

                


        

         

      

    

     

    [Notarial
Seal]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Annex
I

    61/8%
NOTES DUE 2006 OF WITCO CORPORATION

    
       

                     (1)
Title: 61/8% Notes due 2006;

       

                     (2)
Aggregate Principal Amount: limited to $150,000,000;

       

                     (3)
Date of Maturity: February 1, 2006;

       

                     (4)
Interest Rate: 61/8% per annum;

       

                     (5)
Interest Payment Dates: semiannually on February 1 and August 1 of each year,
beginning August 1, 1996;

       

                     (6)
Date from which interest shall accrue: February 12, 1996;

       

                     (7)
Regular Record Dates: January 15 and July 15 of each year, beginning July 15,
1996;

       

                     (8)
Place of Payment of Principal and Interest: the Depositary's (as defined below)
place of record keeping;

       

                     (9)
Optional Redemption: None;

       

                    (10)
Sinking Fund: None;

       

                    (11)
Denominations: to be issued only in denominations of $1,000 and integral
multiples thereof;

       

                     (12)
Defeasance and Covenant Defeasance: Sections 1302 and 1303 of the Indenture will
be applicable;



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (13)
Global Securities: The Notes will be issued in the form of Global Securities (as
defined in the Indenture) that will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depositary"), and registered
in the name of the Depositary's nominee.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

                                                             Annex
II

    
       

      67/8%
DEBENTURES DUE 2026 OF WITCO CORPORATION

      


      


                     (1)
Title: 67/8% Debentures due 2026;

       

                     (2)
Aggregate Principal Amount: limited to $150,000,000;

       

                     (3)
Date of Maturity: February 1, 2026;

       

                     (4)
Interest Rate: 67/8% per annum;

       

                     (5)
Interest Payment Dates: semiannually on February 1 and August 1 of each year,
beginning August 1, 1996;

       

                     (6)
Date from which interest shall accrue: February 12, 1996;

       

                     (7)
Regular Record Dates: January 15 and July 15 of each year, beginning July 15,
1996;

       

                     (8)
Place of Payment of Principal and Interest: the Depositary's (as defined below)
place of record keeping;

       

                     (9)
Optional Redemption: None;

       

                    (10)
Sinking Fund: None;

       

                    (11)
Denominations: to be issued only in denominations of $1,000 and integral
multiples thereof;

       

                     (12)
Defeasance and Covenant Defeasance: Sections 1302 and 1303 of the Indenture will
be applicable;

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      (13)
Global Securities: The Debentures will be issued in the form of Global
Securities (as defined in the Indenture) that will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary"),
and registered in the name of the Depositary's
nominee.