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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 1, 1999.
LYONDELL CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-10145 95-4160558
(Commission File Number) (I.R.S. Employer Identification No.)
1221 McKINNEY STREET
ONE HOUSTON CENTER, SUITE 1600
HOUSTON, TEXAS 77010
(Address of principal executive offices) (Zip Code)
(713) 652-7200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 1, 1999 and April 16, 1999, Lyondell Chemical Company ("Lyondell") and
its lenders agreed to amend certain provisions of its credit facility. The
effectiveness of the credit facility amendments is conditioned upon, among other
things, the issuance by Lyondell of (1) not less than $350 million in gross
proceeds (total cash proceeds before discounts, commissions and expenses) of
common stock, (2) not less than $500 million in gross proceeds of senior
subordinated debt securities, and (3) senior secured debt securities in the
amount of not less than $1 billion in gross proceeds less the proceeds from the
issuance of senior subordinated debt securities referred to in clause (2) above.
The text of each of the credit facility amendments is filed as an exhibit to
this Current Report on Form 8-K.
In a press release dated April 12, 1999, Lyondell announced its intention during
the second quarter of 1999 to (1) raise $2.25 billion or more in debt, including
through a private offering of senior secured and senior subordinated notes to
qualified institutional buyers, (2) sell 35 million shares of its common stock
in an underwritten public offering, and (3) seek commitments for a new tranche
under its existing credit facility. The text of the press release is filed as an
exhibit to this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Document
------- --------
1.1 -- Amendment No. 1 to Credit Agreement dated as of April 1, 1999
among Lyondell Chemical Company, the Lenders party thereto,
Morgan Guaranty Trust Company of New York, as Administrative
Agent, DLJ Capital Funding, Inc., as Syndication Agent, and
Bank of America National Trust and Savings Association,
Citibank N.A., The Chase Manhattan Bank and Nationsbank, N.A.,
as Documentation Agents.
1.2 -- Amendment and Restatement of Credit Agreement dated as of April
16, 1999 among Lyondell Chemical Company, the Lenders party
thereto, Morgan Guaranty Trust Company of New York, as
Administrative Agent, DLJ Capital Funding, Inc., as Syndication
Agent, and Bank of America National Trust and Savings
Association, Citibank, N.A., The Chase Manhattan Bank and
Nationsbank, N.A., as Documentation Agents.
99.1 -- Press Release of Lyondell Chemical Company, dated April 12,
1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LYONDELL CHEMICAL COMPANY
By: /s/ Edward W. Rich
-----------------------------
Edward W. Rich
Vice President, Finance and
Treasurer
Date: April 19, 1999
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT No. 1 dated as of April 1, 1999 to the Credit Agreement dated as
of July 23, 1998 (the "Credit Agreement") among LYONDELL CHEMICAL COMPANY
(formerly named LYONDELL PETROCHEMICAL COMPANY), the LENDERS party thereto,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent, DLJ CAPITAL
FUNDING, INC. as Syndication Agent, and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, CITIBANK, N.A., THE CHASE MANHATTAN BANK and NATIONSBANK,
N.A., as Documentation Agents.
The parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Amendment of Section 1.01. (a) The following new definitions
are added in alphabetical order to Section 1.01 of the Credit Agreement:
"Acquiring Person" has the meaning set forth in Section 5.22.
"Amendment 1 Effective Date" means the date on which Amendment No. 1 dated
as of April 1, 1999 to this Agreement becomes effective in accordance with its
terms.
"ARCO Notes" means the 9.9% Debentures Due November 1, 2000 issued by ARCO
Chemical in the aggregate principal amount of $200,000,000.
"ARCO Notes Refinancing" means any issuance for cash proceeds by the
Borrower of any debt security, any equity security or any Equity Equivalent, but
only to the extent that (i) such issuance is consummated on or after the Partial
Term Loans Payout Date, (ii) the proceeds thereof are applied by the Borrower to
repay the ARCO Notes (including interest and premium, if any, thereon), or are
deposited in an escrow account from which such cash proceeds may be withdrawn
only to make such repayment (or to redeem such refinancing security) and (iii)
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any such debt security requires no scheduled payment of principal prior to July
1, 2006.
"Asset Sale Lien" has the meaning set forth in Section 5.22.
"Junior Securities" means (i) securities the issuance of which gives rise
to an Equity Issuance and (ii) New Senior Subordinated Notes.
"LCR Partnership Agreement" means the Limited Partnership Agreement of LCR
dated December 31, 1998.
"Lyondell TDI" means Lyondell Chimie France TDI, a French limited
partnership and a wholly-owned Subsidiary of the Borrower.
"Major Asset Sale" has the meaning set forth in Section 5.22.
"New Collateral Documents" means the instruments set forth in Schedule
3.01.
"New Senior Notes" means unsecured notes of the Borrower which (i) mature
no earlier than the seventh anniversary of their date of issuance, (ii) are not
Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which
Guarantee shall provide that it terminates automatically upon any termination of
the Subsidiary Guarantee of such Subsidiary Guarantor) and (iii) contain
otherwise substantially the terms and conditions contemplated by the form of
senior note indenture delivered to the Administrative Agent prior to the
Amendment 1 Effective Date.
"New Senior Subordinated Notes" means unsecured notes of the Borrower which
(i) mature no earlier than the seventh anniversary of their date of issuance,
(ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the
terms of which Guarantee shall provide that it terminates automatically upon any
termination of the Subsidiary Guarantee of such Subsidiary Guarantor), (iii) are
subordinated (and the Guarantees of which are subordinated) to the obligations
of the Borrower (and any applicable Subsidiary Guarantor) to the Lenders
pursuant to subordination provisions no less favorable to the Lenders than those
set forth in the form of senior subordinated note indenture delivered to the
Administrative Agent prior to the Amendment 1 Effective Date and (iv) contain
other terms and conditions no less favorable to the Borrower and the Lenders
than those contemplated by such form of indenture.
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"Partial Term Loans Payout Date" means the first date on which all Term
Loans-C and Term Loans-D (including all interest and fees accrued thereon) have
been repaid in full.
"Rhodia" means Rhodia S.A., a French company and the successor in interest
to Rhone-Poulenc Chemie S.A. under the TDI Agreements.
"Rhodia TDI Plant" means the manufacturing facilities for the production of
toluene diisocyanate, currently owned by Rhodia and located at Pont-de-Claix,
France.
"Special Purpose Subsidiary" means a Subsidiary formed solely for the
purpose of, and whose activities consist solely of, engaging in a Securitization
Transaction or the issuance of an Equity Equivalent.
"Subject Assets" has the meaning set forth in Section 5.22.
"Subject Assets Transferee" has the meaning set forth in Section 5.22.
"TDI Agreements" means (i) the Share Purchase Agreement dated as of January
23, 1995 between ARCO Chemical Europe Inc. and Rhone-Poulenc Chemie S.A., as
such agreement may be amended, supplemented or otherwise modified from time to
time, (ii) the Processing Agreement dated as of January 23, 1995 between ARCO
Chemical Chemie TDI and Rhone-Poulenc Chemie S.A., as such agreement may be
amended, supplemented or otherwise modified from time to time, and (iii) the TDI
License.
"TDI Assets" means (i) all of the rights of ARCO Chemical Europe Inc., ARCO
Chemical Chemie TDI, ARCO Chemical Technology LP and their respective successors
under the TDI Agreements, and (ii) all of Lyondell TDI's customer lists relating
to the Rhodia TDI Plant.
"TDI License" means the TDI Technology Agreement dated as of January 23,
1995 between ARCO Chemical Technology LP and Rhone-Poulenc Chemie S.A., as such
agreement may be amended, supplemented or otherwise modified from time to time.
"Voting Control" means with respect to any security the right to exercise,
or to direct the exercise of, the voting rights of a holder of such security;
provided that a Person shall not be deemed to have Voting Control of shares of
common stock of the Borrower if such Person is or such shares are subject to a
valid contract arrangement whereby such shares are voted as directed by the
board of
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directors of the Borrower and/or in the same proportions as all other shares of
common stock of the Borrower are voted.
(b) The definition of "Adjusted EBITDA" set forth in Section 1.01 of the
Credit Agreement is amended by (i) adding after the phrase "in connection with
the Acquisition" in clause (i) thereof the phrase "and subsequent Asset Sales"
and (ii) adding after the phrase "Borrower Joint Ventures" in clause (ii)
thereof the phrase "and non-wholly owned Subject Assets Transferees."
(c) The definition of "ARCO Chemical" set forth in Section 1.01 of the
Credit Agreement is amended to read in its entirety as follows:
"ARCO Chemical" means Lyondell Chemical Worldwide, Inc., a
Delaware corporation and the surviving corporation in the Merger
(formerly named ARCO Chemical Company).
(d) The definition of "Asset Sale" set forth in Section 1.01 of the Credit
Agreement is amended by adding after the phrase "whether or not involving a
capital lease," the phrase "including any Major Asset Sale."
(e) The definition of "Borrower" set forth in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
"Borrower" means Lyondell Chemical Company (formerly named
Lyondell Petrochemical Company), a Delaware corporation, and its
successors.
(f) The definition of "Borrower's 1997 Form 10-K" set forth in Section 1.01
of the Credit Agreement is deleted.
(g) Clause (i) of the definition of "Change of Control" set forth in
Section 1.01 of the Credit Agreement is amended to read in its entirety as
follows:
(i) any Person or group (within the meaning of Section 13 or
14 of the Exchange Act) of Persons (other than Millenium Chemicals
Inc., Occidental Chemical Corp. and/or their affiliates) shall have
acquired Voting Control of 20% or more of the outstanding shares of
common stock of the Borrower; or
(h) The definition of "Collateral Documents" set forth in Section 1.01 of
the Credit Agreement is amended by adding after the phrase "the JV Subsidiary
Security Agreements," the phrase "the New Collateral Documents,".
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(i) The definition of "Consolidated Net Income" set forth in Section 1.01
of the Credit Agreement is amended by adding after the word "Acquisition" the
phrase "and subsequent Asset Sales."
(j) The definition of "Consolidated Net Worth" set forth in Section 1.01 of
the Credit Agreement is amended by (i) adding "(i)" after the phrase "to exclude
the effect of", (ii) adding after the word "Acquisition" the phrase "and
subsequent Asset Sales" and (iii) adding at the end of the definition the
following:
and (ii) any change subsequent to December 31, 1998 in the cumulative
foreign currency translation adjustment.
(k) The definition of "Distributable Cash Flow" set forth in Section 1.01
of the Credit Agreement is amended to read in its entirety as follows:
"Distributable Cash Flow" means with respect to any Borrower Joint
Venture or non-wholly owned Subject Assets Transferee for any period,
an amount equal to the lesser of "A" or "B" where:
"A" equals the greater of (i) zero and (ii) the Borrower's direct
and/or indirect share of the cash from operations (as defined in
accordance with GAAP and adjusted to exclude the effect of any
extraordinary gain or loss) of such Person for such period minus the
Borrower's direct and/or indirect share of the gross capital
expenditures of such Person for such period; and
"B" equals the greater of (i) zero and (ii) cash distributions by such
Person to the Borrower or a JV Subsidiary during such period (including
repayment of loans made to such Person to finance capital expenditures)
net of equity investments and loans made by the Borrower or a
Subsidiary in or to such Person during such period to finance capital
expenditures.
(l) The definition of "Equistar" set forth in Section 1.01 of the Credit
Agreement is amended by adding after the word "Borrower" and immediately before
the comma the phrase "and, at the date hereof".
(m) The definition of "JV Subsidiaries" set forth in Section 1.01 of the
Credit Agreement is amended by adding after the phrase "Lyondell Refining
Company," the phrase "Lyondell Refining LP, LLC,".
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(n) The definition of "LCR" set forth in Section 1.01 of the Credit
Agreement is amended by deleting the phrase "LYONDELL-CITGO Refining Company,
Ltd., a Texas limited liability company" and substituting therefor the phrase
"LYONDELL-CITGO Refining LP, a Delaware limited partnership" and by adding to
the end of the definition the phrase ", the successor to LYONDELL-CITGO Refining
Company, Ltd., a Texas limited liability company."
(o) The definition of "LCR Recapitalization" set forth in Section 1.01 of
the Credit Agreement is amended to read in its entirety as follows:
"LCR Recapitalization" means the refinancing of certain Existing LCR
Debt, repayment of Debt under the LCR Construction Facility and the
distribution of a portion of the proceeds of the foregoing to the
Borrower.
(p) The definition of "Net Cash Proceeds" set forth in Section 1.01 of the
Credit Agreement is amended by adding before clause (a) thereof the
parenthetical "(at the option of the Borrower)."
(q) The definition of "Non-JV Group" set forth in Section 1.01 of the
Credit Agreement is amended by deleting the word "and" after the phrase
"Borrower Joint Ventures" and substituting therefor a comma and by adding at the
end of the definition the phrase "and any non-wholly owned Subject Assets
Transferees."
(r) The definition of "Ordinary Course Liens" set forth in Section 1.01 of
the Credit Agreement is amended by deleting the word "and" at the end of
Paragraph (m) thereof and adding the following Paragraphs:
(n) Liens customarily granted in connection with Securitization
Transactions on related assets or interests of the Borrower or a
Subsidiary; and
(o) Liens on amounts on deposit in any escrow account contemplated by
clause (ii) of the definition of "ARCO Notes Refinancing", but only to
the extent such Liens secure the obligations of the Borrower to redeem
the securities the cash proceeds of which are on deposit in such escrow
account or to make payments to the escrow agent in its capacity as such
with respect to such account.
(s) The definition of "Reduction Event" set forth in Section 1.01 of the
Credit Agreement is amended by adding after the phrase "Debt Incurrence" in
clause
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(ii) thereof and after the phrase "Equity Issuance" in clause (iii) thereof the
parenthetical "(other than any ARCO Notes Refinancing)."
(t) The definition of "Temporary Cash Investment" set forth in Section 1.01
of the Credit Agreement is amended by adding after the phrase "Foreign
Subsidiary" in clause (v) thereof the phrase "or other Subsidiary conducting
substantially all its operations outside the United States."
Section 3. Amendment to Section 1.02(b). Section 1.02(b) of the Credit
Agreement is amended by deleting the word "or" after the phrase "Borrower Joint
Venture" and substituting therefor a comma and adding after the phrase "JV
Subsidiary" the phrase "or non-wholly owned Subject Assets Transferee."
Section 4. Amendment to Section 2.04(e). Clause (iii) of Section 2.04(e)
of the Credit Agreement is amended by (i) deleting the phrase "pro rata" and
substituting therefor the phrase "in forward order of maturity" and (ii)
deleting the reference to "subsection (a)" and substituting therefor "subsection
(b)."
(b) Clause (iv) of Section 2.04(e) of the Credit Agreement is amended by
deleting the reference to "subsection (b)" and substituting therefor "subsection
(c)."
Section 5. Amendment to Section 4.02. Section 4.02 of the Credit
Agreement is amended by adding after the phrase "UCC financing statements" in
the first parenthetical the phrase ", mortgages or similar instruments."
Section 6. Amendment to Section 4.03(b). Section 4.03(b) of the Credit
Agreement is amended by adding after each reference to the phrase "security
interests" the phrase "or mortgage liens."
Section 7. Amendment to Section 4.04. (a) Each reference to "December 31,
1997" in Section 4.04 of the Credit Agreement is amended to read "December 31,
1998."
(b) Each reference to the phrase "Coopers & Lybrand L.L.P., as set forth in
the Borrower's 1997 Form 10-K," and the phrase "Coopers & Lybrand L.L.P. and
Price Waterhouse LLP, as set forth in the Borrower's 1997 Form 10-K," in
Paragraphs (a) and (c) of Section 4.04 of the Credit Agreement is amended to
read in its entirety "PricewaterhouseCoopers LLP, copies of which have been
delivered to each of the Lenders,".
(c) The reference to the phrase "Coopers & Lybrand L.L.P., as set forth in
the Borrower's 1997 Form 10-K," in Paragraph (e) of Section 4.04 of the Credit
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Agreement is amended to read in its entirety "Deloitte & Touche LLP, copies of
which have been delivered to each of the Lenders,".
(d) Paragraphs (b), (d) and (f) of Section 4.04 of the Credit Agreement are
deleted.
Section 8. Amendment to Section 5.01(a). Section 5.01(a) of the Credit
Agreement is amended by deleting the phrase "Price Waterhouse Coopers L.L.P."
and substituting therefor the phrase "PricewaterhouseCoopers LLP."
Section 9. Amendment to Section 5.07. (a) The parenthetical in clause (i)
of the first proviso in Section 5.07 of the Credit Agreement is amended by
deleting the phrase "or, prior to the consummation of the Equity Issuances
contemplated by Section 5.21, ARCO Chemical."
(b) The final sentence in Section 5.07 of the Credit Agreement is amended
by adding at the end of the sentence the following:
and notes and equity securities, such notes and equity securities
having an aggregate value not to exceed 15% of the aggregate amount of
consideration received by the Borrower and its Subsidiaries with
respect to such Asset Sale; provided that this provision shall not
apply to a Major Asset Sale effected in accordance with Section 5.22.
Section 10. Amendment to Section 5.09. Section 5.09 of the Credit
Agreement is amended by deleting the word "and" at the end of Paragraph (i)
thereof and by adding the following paragraphs:
(k) Liens on TDI Assets (i) securing Debt in an aggregate principal
amount not exceeding $200,000,000 that is incurred or assumed for the
purpose of improving the Rhodia TDI Plant, or (ii) arising pursuant to
a sublicense of the TDI License by the Borrower (or a Subsidiary that
is party to the TDI License) to the Borrower Joint Venture (or special
purpose Subsidiary of Rhodia or the Borrower) that owns the Rhodia TDI
Plant; and
(l) Asset Sale Liens.
Section 11. Amendment to Section 5.10. (a) Paragraph (e) of Section 5.10
of the Credit Agreement is amended by adding at the end of the Paragraph the
following proviso:
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provided that if such Debt Incurrence involves the issuance of Junior
Securities, such Guarantee shall be subordinated to the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee on terms no
less favorable to the Lenders than the subordination provisions
governing the New Senior Subordinated Notes;
(b) Paragraph (f) of Section 5.10 of the Credit Agreement is amended by
adding after the phrase "Foreign Subsidiaries" the phrase "and other
Subsidiaries conducting substantially all their operations outside the United
States."
Section 12. Amendment to Section 5.11. (a) The table in clause (ii) of
Section 5.11 of the Credit Agreement is amended to read in its entirety as
follows:
PERIOD RATIO
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On or before December 31, 1999 7.75
January 1, 2000 - March 31, 2000 7.25
April 1, 2000 - June 30, 2000 7.00
July 1, 2000 - September 30, 2000 6.50
October 1, 2000 - December 31, 2000 6.00
January 1, 2001 - June 30, 2001 5.00
July 1, 2001 - December 31, 2001 4.00
January 1, 2002 - December 31, 2002 3.00
At all times thereafter 2.50
(b) Clause (ii) of Section 5.11 of the Credit Agreement is further amended
by deleting the proviso.
Section 13. Amendment to Section 5.12. The table in Section 5.12 of the
Credit Agreement is amended to read in its entirety as follows:
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PERIOD RATIO
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On or before March 31, 1999 1.30
April 1, 1999 - June 30, 1999 1.20
July 1, 1999 - December 31, 1999 1.10
January 1, 2000 - March 31, 2000 1.20
April 1, 2000 - June 30, 2000 1.30
July 1, 2000 - September 30, 2000 1.40
October 1, 2000 - December 31, 2000 1.50
January 1, 2001 - June 30, 2001 1.75
July 1, 2001 - December 31, 2001 1.90
January 1, 2002 - December 31, 2002 2.40
Thereafter 2.60
Section 14. Amendment to Section 5.14. Section 5.14 of the Credit
Agreement is amended by adding the following proviso at the end of the Section:
; provided that, notwithstanding the foregoing, the Borrower will not
permit any JV Subsidiary to incur or at any time be liable with respect
to any such rental payments, other than obligations of such JV
Subsidiary in respect of the Borrower Joint Venture in which it holds
an equity interest and arising by virtue of such JV Subsidiary's
ownership of such equity interest.
Section 15. Amendment to Section 5.15(b). Section 5.15(b) of the Credit
Agreement is amended by deleting the word "and" in clause (iii) thereof and
substituting therefor a comma and by adding at the end of clause (iv) thereof
"and (v) a refinancing of the ARCO Notes with the proceeds of an ARCO Notes
Refinancing."
Section 16. Amendment to Section 5.16. Section 5.16 of the Credit Agreement
is amended by deleting the word "and" in Paragraph (f) thereof and adding after
Paragraph (f) thereof the following Paragraph:
(g) Investments consisting of notes and equity securities received as
consideration for Asset Sales, to the extent permitted by the last
sentence of Section 5.07; and
Section 17. Amendment to Section 5.18. (a) Clause (vii) of the first
proviso in Section 5.18 of the Credit Agreement is amended to read in its
entirety as follows:
(vii) agreements entered into in connection with Debt
Incurrences (including, without limitation, the ARCO Notes
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Refinancing) by the Borrower containing limitations no more
restrictive than those contained in the instruments governing (x)
the Debt described in clauses (i) - (iv) of the definition of
Existing Borrower Debt as in effect on the Closing Date or (y) the
New Senior Notes or the New Senior Subordinated Notes as in effect
on the Amendment 1 Effective Date,
(b) The first proviso of Section 5.18 of the Credit Agreement is further
amended by deleting the word "and" at the end of clause (viii) and adding at the
end of clause (viii) the following:
, (ix) customary limitations on the activities of a Special Purpose
Subsidiary, (x) agreements between the Borrower or a non-wholly owned
Subject Assets Transferee and the Acquiring Person (or an affiliate
thereof) of an interest in such non-wholly owned Subject Assets
Transferee so long as the limitations imposed thereby are not
materially more restrictive than those contained in the agreements set
forth in Schedule 5.20 and
(c) Clause (ix) of the first proviso of Section 5.18 of the Credit
Agreement is amended to read in its entirety as follows:
(xi) from and after the Mandatory Prepayment Release Date, agreements
entered into in connection with the refinancing of Existing Debt
containing limitations no more restrictive than the Existing Debt
refinanced thereby as in effect on the Closing Date; and
(d) The second proviso in Section 5.18 of the Credit Agreement is amended
by amending clause (x) thereof by adding after the phrase "Foreign Subsidiary"
the phrase "or other Subsidiary conducting substantially all its operations
outside the United States," and deleting the phrase "and (y)" and substituting
therefor the phrase ", (y) clauses (c), (d) and (e) shall be inapplicable to any
Subject Assets Transferee and (z)."
Section 18. Amendment to Section 5.19. (a) The parenthetical in
Section 5.19(d)(i) of the Credit Agreement is amended by deleting the word "or"
after the phrase "JV Subsidiary" and substituting therefor a comma and by adding
after the phrase "Foreign Subsidiary" the phrase ", Special Purpose Subsidiary,
or Subject Assets Transferee."
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(b) Section 5.19(d)(ii) of the Credit Agreement is amended by adding at the
end the following proviso:
provided that the Borrower may sell all (but not less than all) of its
direct or indirect ownership interests in either or both of LCR or LMC
in compliance with Section 5.07;
(c) Section 5.19(d)(iv)(x) of the Credit Agreement is amended by deleting
the word "and" after the phrase "clause (i) above" and substituting therefor a
comma and by adding after the phrase "clause (iii) above," the phrase "any
Special Purpose Subsidiary and any Subject Assets Transferee which is not a
Borrower Joint Venture or a Foreign Subsidiary,".
(d) Section 5.19(d)(iv)(y) of the Credit Agreement is amended by adding
after the phrase "Significant Subsidiary of the Borrower" the phrase "or a
Subject Assets Transferee."
(e) Section 5.19 of the Credit Agreement is amended by adding the following
Paragraph (e):
The Borrower shall endeavor in good faith and use reasonable efforts to
deliver to the Administrative Agent the collateral documents and
landlord consent and lien waivers described in Schedule 5.19(e), in
form and substance reasonably satisfactory to the Administrative Agent,
provided that "reasonable efforts" shall not include making monetary
payments or other consideration or granting concessions to third
parties. With respect to each plant, headquarters building or other
facility of the Borrower on which a lien is granted under this Section
5.19(e), the Borrower shall deliver to the Administrative Agent an
opinion of local counsel in each jurisdiction in which such plant,
building or other facility is located, such opinion to be in form and
substance reasonably satisfactory to the Administrative Agent.
Section 19. Amendment to Section 5.20. (a) Each reference to "LCR
Regulations" in Section 5.20 of the Credit Agreement is amended to read in its
entirety "LCR Partnership Agreement."
(b) Paragraph (e) of Section 5.20 of the Credit Agreement is amended to
read in its entirety as follows:
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(e) maintain the rights of (i) Lyondell Petrochemical G.P. Inc. to
appoint the chief executive officer of Equistar, as provided in the
Equistar Partnership Agreement, (ii) Lyondell Refining Company to
appoint, together with CITGO Gulf Coast Refining, Inc., the chief
executive officer of LCR, as provided in the LCR Partnership Agreement
and (iii) Lyondell General Methanol Company to act as managing partner
of LMC pursuant to the LMC Partnership Agreement.
Section 20. Amendment to Section 5.21. Section 5.21 of the Credit
Agreement is amended to read in its entirety as follows:
Section 5.21. Issuance of Junior Securities. On or prior to
June 30, 2000, the Borrower shall consummate the issuance and sale of
Junior Securities as follows:
(a) common stock of the Borrower issued pursuant to one or more
Equity Issuances for gross cash proceeds of not less than $500,000,000
in the aggregate; and
(b) other Junior Securities issued pursuant to one or more
Equity Issuances or Debt Incurrences for gross cash proceeds of not
less than $1,500,000,000 in the aggregate;
provided that for purposes of this Section 5.21 (i) the issuances of
Junior Securities contemplated by Section 26(i) of Amendment No. 1 to
this Credit Agreement shall be included in calculations hereunder and
(ii) the amount of other Junior Securities required by clause (b) above
shall be reduced by 200% of the excess, if any, of (x) the gross cash
proceeds of common stock of the Borrower issued pursuant to one or more
Equity Issuances on or after the Amendment 1 Effective Date over (y)
$500,000,000.
Section 21. Major Asset Sales. The following new Section 5.22 is added
after Section 5.21 of the Credit Agreement:
Section 5.22. Major Asset Sales. (a) In connection with the
consummation of a Major Asset Sale, so long as the conditions set forth
in subsection (b) below are satisfied:
(i) the Borrower and its Subsidiaries may transfer all or
any portion of the Subject Assets
13
<PAGE>
(whether or not part of the Collateral) to a Subject Assets
Transferee or to an Acquiring Person;
(ii) the Borrower and its Subsidiaries may create Asset
Sale Liens on the Subject Assets;
(iii) any Liens arising under the Collateral Documents on
the portion of the Subject Assets transferred to a Subject
Assets Transferee or to an Acquiring Person will be released in
accordance with the last sentence of Section 9.05(b); and
(iv) any Liens arising under the Collateral Documents on
the Subject Assets not released in accordance with paragraph
(iii) will be subordinate to any Asset Sale Lien on such
Subject Assets.
(b) The provisions of subsection (a) are subject to the
following conditions:
(i) at the time of such Major Asset Sale and after giving
effect thereto (on a pro forma basis for purposes of Section
5.11), no Default shall exist;
(ii) the sum of the gross cash proceeds received by the
Borrower in respect of such Major Asset Sale plus the value of
the interest of the Borrower in the Subject Assets Transferee
(if any) after giving effect to such Major Asset Sale is not
less than the value (as determined by the Board of Directors of
the Borrower) of the portion of the Subject Assets transferred
by the Borrower in connection with such Major Asset Sale;
(iii) the Borrower directly or indirectly is the operator
of the Subject Assets in which it or a Subject Assets
Transferee retains an interest; and
(iv) if any Subject Assets are transferred to a Subject
Assets Transferee, the Borrower complies with Section
5.19(d)(iii) and (iv) in connection with such Major Asset Sale.
(c) No Subject Assets Transferee shall incur any Debt.
14
<PAGE>
(d) For purposes of this Section 5.22, the following terms have
the following respective meanings:
"Acquiring Person" means a Person other than a Subject Assets
Transferee which acquires (i) all or a portion of the Subject Assets or
(ii) an interest in a Subject Assets Transferee in connection with a
Major Asset Sale.
"Asset Sale Lien" means a Lien on the Subject Assets (including
as a Lien for this purpose contractual rights with respect to the
operation of the Subject Assets) arising in connection with a Major
Asset Sale in favor of the Acquiring Person (or an affiliate thereof)
which Lien does not secure any Debt.
"Major Asset Sale" means an Asset Sale designated by the
Borrower by prior notice to the Administrative Agent as a Major Asset
Sale, so long as in connection therewith (i) the conditions specified
in subsection (b) are satisfied and (ii) the Borrower receives Net Cash
Proceeds in an aggregate amount not less than $1,000,000,000 (which
shall be deemed Net Cash Proceeds of such Major Asset Sale for purposes
of Section 2.04(d)). For this purpose (i) a transaction which produces
substantially the same economic result as a sale of a partial interest
in an asset, as might be achieved, for instance, through contractual
arrangements allocating future revenues and costs attributable to the
asset, shall be deemed an Asset Sale even though there may be no change
in title to the asset or in the ownership of the Person which has title
to the asset and (ii) a subsequent related transaction with the same
Acquiring Person (or an Affiliate thereof) contemplated by the terms of
the initial Major Asset Sale with such Person shall, for purposes of
determining the applicability of and compliance with this Section, be
deemed a single cumulative transaction.
"Subject Assets" means, with respect to any Major Asset Sale,
the assets which are the subject of such Major Asset Sale.
"Subject Assets Transferee" means any Consolidated Subsidiary
or Borrower Joint Venture which becomes the owner of the Subject Assets
in connection with a Major Asset Sale.
15
<PAGE>
(e) Nothing in this Section limits the ability of the Borrower
and its Subsidiaries to sell assets (including Collateral) in
compliance with Section 5.07 in transactions which do not constitute
Major Asset Sales, and to obtain a release of Collateral pursuant to
the last sentence of Section 9.05(b) in connection with any such sale.
Section 22. Pricing Schedule. The Pricing Schedule is amended in its
entirety and replaced by the Pricing Schedule attached hereto.
Section 23. Additional Schedules. Schedules 3.01 and 5.19(e) attached
hereto are added to the Credit Agreement.
Section 24. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 25. Counterparts. 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.
Section 26. Effectiveness. This Amendment shall become effective on the
first date (the "Amendment 1 Effective Date") on which all the following
conditions have been satisfied:
(a) receipt by the Administrative Agent of counterparts hereof signed by
each of the Required Lenders and the Borrower (or, in the case of any party as
to which an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party);
(b) receipt by the Administrative Agent of duly executed counterparts of
each New Collateral Document, together with evidence satisfactory to it in its
sole good faith discretion of the effectiveness of the security contemplated
thereby and the perfection of the security interests created thereby (including
the filing of UCC-1s and the delivery of any stock certificates or promissory
notes comprising the Collateral);
(c) receipt by the Administrative Agent of (x) an opinion (addressed to the
Agents and the Lenders) of Baker & Botts L.L.P., special counsel for the
Obligors, substantially to the effect of Exhibit E to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment, (y) an
opinion (addressed to the Agents and the Lenders) of Robert J. Millstone,
General Counsel of the Borrower, substantially to the effect of Exhibit F to the
Credit Agreement with reference to the Loan Documents after giving effect to
this Amendment, each dated the Amendment 1
16
<PAGE>
Effective Date and each covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request
and (z) with respect to each plant, headquarters building or other facility of
the Borrower on which a lien is granted under a New Collateral Document, an
opinion of local counsel in each jurisdiction in which such plant, building or
other facility is located, such opinion to be in form and substance reasonably
satisfactory to the Administrative Agent.
(d) receipt by the Administrative Agent of an opinion (addressed to the
Agents and the Lenders) of Davis Polk & Wardwell, special counsel for the
Agents, substantially to the effect of Exhibit G to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment, dated the
Amendment 1 Effective Date and covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request;
(e) receipt by the Administrative Agent of payment of an amendment fee for
the account of each Lender which shall have executed and delivered a counterpart
hereof (including delivery by facsimile transmission) not later than April 1,
1999 in an amount equal to 0.25% of the Credit Exposure of such Lender at such
date;
(f) receipt by each of the Agents, the Arranger and the Co-Arrangers of
payment of all other costs, fees and expenses (including, without limitation,
reasonable legal fees and expenses for which invoices shall have been submitted
to the Borrower) and other compensation payable to any of the foregoing on or
prior to the Amendment 1 Effective Date in connection with the Loan Documents;
(g) the fact that there shall have been no material adverse change in the
financial condition, business, assets, results of operations, liabilities or
prospects of the Borrower and its Subsidiaries, taken as a whole, since the most
recently ended fiscal year of such entity for which audited financial statements
have been delivered to the Lenders;
(h) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of each Obligor, the corporate authority for
the Loan Documents, and any other matters relevant hereto, all in form and
substance satisfactory to such Agent in its sole good faith discretion; and
(i) receipt by the Administrative Agent of evidence satisfactory to it that
the Borrower shall have consummated (i) an issuance of common stock of the
Borrower pursuant to an Equity Issuance for gross cash proceeds (i.e., total
cash proceeds before underwriting discounts and commissions and expenses of
issuance) of not less than $350,000,000; (ii) an issuance of New Senior
Subordinated Notes pursuant to a Debt Incurrence for gross cash proceeds of not
less than $500,000,000; and (iii) an
17
<PAGE>
issuance of New Senior Notes pursuant to a Debt Incurrence for gross cash
proceeds of not less than the difference between $1,000,000,000 and the gross
cash proceeds of the issuance of New Senior Subordinated Notes contemplated by
clause (ii).
Promptly after the Amendment 1 Effective Date occurs, the Administrative Agent
shall notify the Borrower, the other Agents and the Lenders thereof, and such
notice shall be conclusive and binding on all parties hereto.
18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LYONDELL CHEMICAL COMPANY
By:
-----------------------------------
Title: Vice President, Finance &
Treasurer
Address: 1221 McKinney
Suite 1600
Houston, TX 77002
Facsimile: (713) 652-4140
19
<PAGE>
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent and as Lender
By:
-----------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC., as
Syndication Agent and as Lender
By:
-----------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Documentation Agent and as Lender
By:
-----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Documentation Agent
By:
-----------------------------------
Name:
Title:
20
<PAGE>
CITIBANK, N.A., as Documentation
Agent and as Lender
By:
-----------------------------------
Name:
Title:
NATIONSBANK, N.A., as
Documentation Agent and as Lender
By:
-----------------------------------
Name:
Title:
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By:
-----------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
21
<PAGE>
ALLSTATE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By:
-----------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------------
Name:
Title:
22
<PAGE>
THE BANK OF TOKYO-MITSUBISHI
LTD., HOUSTON AGENCY
By:
-----------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
-----------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
23
<PAGE>
BARCLAYS BANK PLC
By:
-----------------------------------
Name:
Title:
BAYERISCHE VEREINSBANK AG
NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
BHF - BANK AKTIENGESELLSCHAFT
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
24
<PAGE>
CIBC INC.
By:
-----------------------------------
Name:
Title:
COMMONWEALTH LIFE INSURANCE CO.
By:
-----------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
25
<PAGE>
CRESCENT/MACH I PARTNERS LP
By:
-----------------------------------
Name:
Title:
CYPRESS TREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
-----------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
-----------------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
-----------------------------------
Name:
Title:
26
<PAGE>
CYPRESS TREE INVESTMENT PARTNERS I, LTD.
By:
-----------------------------------
Name:
Title:
DEBT STRATEGIES FUND, INC.
By:
-----------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management,
as investment advisor
By:
-----------------------------------
Name:
Title:
27
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
By:
-----------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney-in-fact
By:
-----------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
-----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
28
<PAGE>
GCB INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
-----------------------------------
Name:
Title:
ING HIGH INCOME PRINCIPAL PRESERVATION
FUND HOLDINGS, LDC
By:
-----------------------------------
Name:
Title:
KZH-III LLC
By:
-----------------------------------
Name:
Title:
KZH IV CORPORATION
By:
-----------------------------------
Name:
Title:
KZH - CNC CORPORATION
By:
-----------------------------------
Name:
Title:
29
<PAGE>
KZH CRESCENT CORPORATION
By:
-----------------------------------
Name:
Title:
KZH-CYPRESSTREE-1 CORPORATION
By:
-----------------------------------
Name:
Title:
KZH-ING-2 CORPORATION
By:
-----------------------------------
Name:
Title:
KZH-SOLEIL-2 CORPORATION
By:
-----------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
30
<PAGE>
MASSMUTUAL HIGH YIELDPARTNERS II, LLC
By: HYP Management, Inc. as managing
member
By:
-----------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By:
-----------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:
-----------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
31
<PAGE>
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C.,
as its investment advisor
By:
-----------------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited,
its agent
By: Greenwich Capital Markets, Inc.,
its agent
By:
-----------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: New York Life Insurance Company
By:
-----------------------------------
Name:
Title:
32
<PAGE>
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as manager
By:
-----------------------------------
Name:
Title:
ORIX USA CORPORATION
By:
-----------------------------------
Name:
Title:
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
-----------------------------------
Name:
Title:
PRIMERICA LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
33
<PAGE>
ROYAL BANK OF CANADA
By:
-----------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:
-----------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO INC.
By:
-----------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
-----------------------------------
Name:
Title:
34
<PAGE>
STEIN ROE & FARNHAM INCORPORATED,
as agent for Keyport Life Insurance
By:
-----------------------------------
Name:
Title:
STRONG CAPITAL MANAGEMENT
By:
-----------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
-----------------------------------
Name:
Title:
THE TOKAI BANK
By:
-----------------------------------
Name:
Title:
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
By:
-----------------------------------
Name:
Title:
35
<PAGE>
THE TRAVELERS INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
VAN KAMPEN AMERICAN CAPITAL
By:
-----------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
AERIES FINANCE LTD.
By:
-----------------------------------
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co., L.p.,
as investment advisor
By:
-----------------------------------
Name:
Title:
36
<PAGE>
AMARA-1 FINANCE LTD.
By:
-----------------------------------
Name:
Title:
ARAB AMERICAN BANK
By:
-----------------------------------
Name:
Title:
ARAB BANK PLC
By:
-----------------------------------
Name:
Title:
ARCHIMEDES FUNDING II, LTD
By: ING Capital Advisors, Inc.,
as collateral manager
By:
-----------------------------------
Name:
Title:
BALANCED HIGH YIELD FUND II
By:
-----------------------------------
Name:
Title:
37
<PAGE>
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBON, NASSAU BRANCH
By:
-----------------------------------
Name:
Title:
BANK LEUMI USA
By:
-----------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A.
GROUP, NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
-----------------------------------
Name:
Title:
38
<PAGE>
BATTERSON PARK, CBO I
By: General Reunew England Asset
Management Inc., as collateral
manager
By:
-----------------------------------
Name:
Title:
BEAR STEARNS INVESTMENT PRODUCTS INC.
By:
-----------------------------------
Name:
Title:
BELLSOUTH DOMESTIC BOND (ACCT 26)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank &
Trust Co. in the nominee name of
Marine Crew & Co.
By:
-----------------------------------
Name:
Title:
BELLSOUTH GLOBAL BOND (ACCT 826)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank &
Trust Co. in the nominee name of
Marine Crew & Co.
By:
-----------------------------------
Name:
Title:
39
<PAGE>
CAPTIVA FINANCE LTD.
By:
-----------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By:
-----------------------------------
Name:
Title:
CAPTIVA III FINANCE, LTD.
By: Pacific Investment Management
Company, as its investment advisor
By:
-----------------------------------
Name:
Title:
CARAVELLE INVESTMENT FUND, L.L.C.
By:
-----------------------------------
Name:
Title:
40
<PAGE>
CARILLON HOLDING, LIMITED
By:
-----------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
-----------------------------------
Name:
Title:
CHANCELLOR/TRITON CBO, LIMITED
By: Invesco Senior Secured Management,
Inc., as collateral manager
By:
-----------------------------------
Name:
Title:
CHANG HWA COMMERCIAL BANK LTD.,
NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY
By:
-----------------------------------
Name:
Title:
41
<PAGE>
CHINATRUST BANK (U.S.A.)
By:
-----------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management
Company, as its investment advisor
By:
-----------------------------------
Name:
Title:
ELC (CAYMAN) LTD.
By:
-----------------------------------
Name:
Title:
FC CBO II LIMITED
By:
-----------------------------------
Name:
Title:
42
<PAGE>
FIRST COMMERCIAL BANK
By:
-----------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
-----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
-----------------------------------
Name:
Title:
GALAXY CLO 1999-1, LTD.
By: SAI Investment Adviser, Inc.,
its collateral manager
By:
-----------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------------
Name:
Title:
43
<PAGE>
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
-----------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By:
-----------------------------------
Name:
Title:
GULF INTERNATIONAL BANK B.S.C.
By:
-----------------------------------
Name:
Title:
IKB DEUTSCHE INDUSTRIEBANK AG
LUXEMBOURG BRANCH
By:
-----------------------------------
Name:
Title:
IMPERIAL BANK
By:
-----------------------------------
Name:
Title:
44
<PAGE>
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as
collateral manager
By:
-----------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg
By:
-----------------------------------
Name:
Title:
ING CAPITAL SENIOR SECURED HIGH INCOME
FUND, L.P.
By: ING Capital Advisors, Inc.,
as investment advisor
By:
-----------------------------------
Name:
Title:
45
<PAGE>
INTEGRITY LIFE INSURANCE
By:
-----------------------------------
Name:
Title:
KBC BANK
By:
-----------------------------------
Name:
Title:
KZH CRESCENT - 3 LLC
By:
-----------------------------------
Name:
Title:
KZH CRESCENT LLC
By:
-----------------------------------
Name:
Title:
KZH CRESCENT - 2 LLC
By:
-----------------------------------
Name:
Title:
46
<PAGE>
KZH HIGHLAND-2 LLC
By:
-----------------------------------
Name:
Title:
KZH STERLING LLC
By:
-----------------------------------
Name:
Title:
KZH-ING-3 LLC
By:
-----------------------------------
Name:
Title:
KZH-PAMCO CORPORATION
By:
-----------------------------------
Name:
Title:
KZH SHENKMAN LLC
By:
-----------------------------------
Name:
Title:
47
<PAGE>
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as investment advisor
By:
-----------------------------------
Name:
Title:
MERRILL LYNCH GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as investment advisor
By:
-----------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as investment advisor
By:
-----------------------------------
Name:
Title:
48
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
-----------------------------------
Name:
Title:
MITSUBISHI TRUST AND BANKING CORPORATION
By:
-----------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management, L.P.
as collateral manager
By:
-----------------------------------
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.
By:
-----------------------------------
Name:
Title:
MOUNTAIN CAPITAL CLO I, LTD.
By:
-----------------------------------
Name:
Title:
49
<PAGE>
THE MUTUAL LIFE INSURANCE COMPANY OF
NEW YORK
By:
-----------------------------------
Name:
Title:
NORSE CBO, LTD.
By: Peterson Capital Management, LLC
as its investment advisor
By: Peterson Capital Advisors, LLC
its manager and pursuant to delegated
authority
By:
-----------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P.,
as investment advisor
By:
-----------------------------------
Name:
Title:
50
<PAGE>
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By:
-----------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as investment
advisor
By:
-----------------------------------
Name:
Title:
PACIFICA PARTNERS 1, L.P.,
By: Imperial Credit Asset Management,
as its investment manager
By:
-----------------------------------
Name:
Title:
PAM CAPITAL FUNDING LP
By: Highland Capital Management, L.P.
as collateral manager
By:
-----------------------------------
Name:
Title:
51
<PAGE>
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
as collateral manager
By:
-----------------------------------
Name:
Title:
PEOPLES SECURITY LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc.,
as its investment manager
By:
-----------------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc.
as its investment manager
By:
-----------------------------------
Name:
Title:
52
<PAGE>
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc.,
as its investment advisor
By:
-----------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim America Investments, Inc.
as its investment manager
By:
-----------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc.
as its investment manager
By:
-----------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management
Company as its investment advisor
By:
-----------------------------------
Name:
Title:
53
<PAGE>
PIMCO HIGH YIELD FUND (ACCT 705)
By: Pacific Investment Management
Company, as its investment advisor
acting through investors fiduciary
trust company in the nominee name of
IFTCO
By:
-----------------------------------
Name:
Title:
ILLINOIS TEACHERS RETIREMENT SYSTEM
(ACCT 59)
By: Pacific Investment Management
Company as investment advisor,
acting through Northern Trust
Company in the nominee name of How
& Co.
By:
-----------------------------------
Name:
Title:
SAMARITAN HEALTH SYSTEM
By: Pacific Investment Management
Company as its investment advisor,
acting through Bankers Trust
Company in the nominee name of
Pitt & Co.
By:
-----------------------------------
Name:
Title:
54
<PAGE>
STOCKSPLUS LP SUBFUND A (ACCT 401),
By: Pacific Investment Management
Company as investment advisor,
acting through Investors Fiduciary
Trust Company in the nominee name of
IFTCO
By:
-----------------------------------
Name:
Title:
PIMCO TOTAL RETURN FUND (ACCT 700)
By: Pacific Investment Management
Company, as investment advisor,
acting through Investors Fiduciary
Trust Company in the nominee name of
IFTCO
By:
-----------------------------------
Name:
Title:
WESTERN CONFERENCE OF TEAMSTERS PENSION
TRUST FUND U INVESTMENTS (ACCT 420)
By: Pacific Investment Management
Company, as its investment advisor,
acting through the Chase Manhattan
Bank in the nominee name of Atwell &
Co.
By:
-----------------------------------
Name:
Title:
PNC BANK, N. A.
By:
-----------------------------------
Name:
Title:
55
<PAGE>
PROVIDENT CBO I, LIMITED
By: Provident Investment Management, LLC
By:
-----------------------------------
Name:
Title:
PUTNAM ASSET ALLOCATION FUNDS - BALANCED
PORTFOLIO
By:
-----------------------------------
Name:
Title:
PUTNAM DIVERSIFIED INCOME TRUST
By:
-----------------------------------
Name:
Title:
PUTNAM FUNDS TRUST- PUTNAM HIGH YIELD
TRUST II
By:
-----------------------------------
Name:
Title:
56
<PAGE>
PUTNAM HIGH YIELD ADVANTAGE FUND
By:
-----------------------------------
Name:
Title:
PUTNAM HIGH YIELD TRUST
By:
-----------------------------------
Name:
Title:
PUTNAM MASTER INTERMEDIATE INCOME TRUST
By:
-----------------------------------
Name:
Title:
PUTNAM PREMIER INCOME TRUST
By:
-----------------------------------
Name:
Title:
PUTNAM VARIABLE TRUST - PVT HIGH YIELD
FUND
By:
-----------------------------------
Name:
Title:
57
<PAGE>
PUTNAM VARIABLE TRUST - PVT DIVERSIFIED
INCOME FUND
By:
-----------------------------------
Name:
Title:
REPUBLIC NATIONAL BANK OF NEW YORK
By:
-----------------------------------
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management
Company, as its investment advisor
By:
-----------------------------------
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
-----------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
investment advisor
By:
-----------------------------------
Name:
Title:
58
<PAGE>
EATON VANCE SENIOR INCOME TRUST,
By: Eaton Vance Management, as investment
advisor
By:
-----------------------------------
Name:
Title:
SOMERS CDO, LIMITED
By:
-----------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By:
-----------------------------------
Name:
Title:
SRF TRADING, INC.
By:
-----------------------------------
Name:
Title:
59
<PAGE>
SRV-HIGHLAND, INC.
By:
-----------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as trustee for General Motors Cash
Management Master Trust
By:
-----------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as trustee for General Motors Welfare
Benefits Trust
By:
-----------------------------------
Name:
Title:
STRATA FUNDING LTD.
By:
-----------------------------------
Name:
Title:
60
<PAGE>
STRONG ADVANTAGE FUND, INC.
By:
-----------------------------------
Name:
Title:
SUN TRUST BANK, ATLANTA
By:
-----------------------------------
Name:
Title:
TAIPEI BANK, NEW YORK AGENCY
By:
-----------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
-----------------------------------
Name:
Title:
THE TOYO TRUST & BANKING CO., LTD.
By:
-----------------------------------
Name:
Title:
61
<PAGE>
TRAVELERS CORPORATE LOAN FUND, INC.,
By: Travelers Asset Management
International Corporation
By:
-----------------------------------
Name:
Title:
VAN KAMPEN CLO I, LIMITED
By: Van Kampen American Capital
Management, Inc., as collateral
manager
By:
-----------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
-----------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:
-----------------------------------
Name:
Title:
62
<PAGE>
J.P. MORGAN INVESTMENT MANAGEMENT INC.,
as Investment Manager for the Ensign Peak
Advisors, Inc. Saint Gems
By:
-----------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC.,
as Investment Manager for Ford Motor
Company Cash State Street Bank --
Custodian
By:
-----------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC.,
as Investment Manager for the
Interpayment Service Limited/Thomas Cook
Bank of New York (Brussels) Custodian
By:
-----------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC.,
as Investment Manager for the
Interpayment Service Limited/Thomas Cook
Corporate Cash -- Domestic Bank of New
York Custodian
By:
-----------------------------------
Name:
Title:
63
<PAGE>
J.P. MORGAN INVESTMENT MANAGEMENT INC.,
as Investment Manager for the JPM US
Global Strategic Income Fund (Special
SituationPortfolio) Chase Luxembourg
Custodian
By:
-----------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Investment Manager for the Apple
IV-HighYield-State Street Bank & Trust
Company London-Master Custodian
By:
-----------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Trustee for the Commingled
Pension Trust Fund
By:
-----------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Investment Manager for the
Global Strategic Income Portfolio
(Special Situation Portfolio) State
Street Bank & Trust
By:
-----------------------------------
Name:
Title:
64
<PAGE>
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Advisor of JP Morgan High Yield
Fund, LLC
By:
-----------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Trustee for the MGT High Yield
Bond Fund
By:
-----------------------------------
Name:
Title:
65
<PAGE>
FC CBO LIMITED
By:
-----------------------------------
Name:
Title:
66
<PAGE>
PRICING SCHEDULE
"Margin" means, with respect to Euro-Dollar Loans of any Class, the sum of
(a) (i) for any date prior to the earliest date on which all Term Loans-C and
Term Loans-D (including all interest accrued thereon) have been repaid in full,
the higher of (I) the applicable rate per annum for Loans of such Class set
forth in Table I below and (II) the applicable rate per annum for Loans of such
Class set forth in Table II below, based on the Pricing Level on such date, and
(ii) for any date thereafter, the applicable rate per annum for Loans of such
Class set forth in Table II below, based on the Pricing Level on such date plus
(b) for any day prior to the date on which the Borrower shall have issued all
Junior Securities required to be issued by it pursuant to Section 5.21, 0.25%
per annum:
Table I - Euro-Dollar Margins
- --------------------------------------------------------------------------------
Euro-Dollar Margin for Term Loans-B | Eurodollar Margin for Revolving Loans,
| Term Loans-A, Term Loans-C and
| Term-Loans D
- --------------------------------------------------------------------------------
3.25% | 2.75%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Table II - Euro-Dollar Margins
- ------------------------------------------------------------------------------------
PRICING LEVEL LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Euro-Dollar Margin 3.25% 3.25% 3.25% 3.75% 3.25%
for Term Loans-B
- ------------------------------------------------------------------------------------
Euro-Dollar Margin for 2.25% 2.50% 2.75% 3.25% 2.00%
Revolving Loans, Term
Loans-A, Term Loans-C and
Term Loans-D
- ------------------------------------------------------------------------------------
</TABLE>
"Margin" means, with respect to Base Rate Loans of any Class at any date,
(i) the Margin with respect to Euro-Dollar Loans of such Class at such date
minus (ii) 1.00%.
"Commitment Fee Rate" means (i) for any date prior to the earliest date on
which all Term Loans-C and Term Loans-D (including interest accrued thereon)
have been repaid in full, 0.50% per annum, and (ii) for any date thereafter, the
applicable rate per annum set forth in Table III below, based on the Pricing
Level on such date:
<PAGE>
Table III - Commitment Fee Rate
- --------------------------------------------------------------------------------
Level I Level II Level III Level IV Level V
- --------------------------------------------------------------------------------
0.35% 0.40% 0.45% 0.50% 0.50%
- --------------------------------------------------------------------------------
For purposes of this Schedule, the following terms have the following
meanings:
"Level I Pricing" applies at any date if, at such date, the Borrower has
Senior Debt Ratings at or above the level of Baa3 by Moody's or BBB- by S&P.
"Level II Pricing" applies at any date if, at such date, (i) the Borrower
has Senior Debt Ratings at or above the level of Ba1 by Moody's or BB+ by S&P
and (ii) Level I Pricing does not apply.
"Level III Pricing" applies at any date if, at such date, (i) the Borrower
has Senior Debt Ratings at or above the level of Ba2 by Moody's and BB by S&P
and (ii) neither Level I Pricing nor Level II Pricing applies.
"Level IV Pricing" applies at any date if, at such date, (i) the Borrower
has Senior Debt Ratings at or above the level of Ba3 by Moody's and BB- by S&P
and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing
applies.
"Level V Pricing" applies at any date if, at such date, no other Pricing
Level applies.
"Pricing Level" refers to the determination of which of Level I, Level II,
Level III, Level IV or Level V Pricing applies on any date.
For purposes of determining whether Level I Pricing or Level II Pricing
applies: (a) if the Borrower has split-rated Senior Debt Ratings and the
differential is one category, the higher rating will apply (e.g., Ba1/BBB-
results in Level I Pricing); but (b) if the Borrower has split-rated Senior Debt
Ratings and the differential is more than one full rating category, the rating
at the midpoint will apply (e.g., Ba1/BB- results in Level III Pricing) and if
there is no such midpoint category, the higher of the two intermediate
categories will apply (e.g., Baa3/BB- results in Level II Pricing).
<PAGE>
SCHEDULE 3.01
NEW COLLATERAL DOCUMENTS
1. Security Agreement of Lyondell Chemical Company
2. Security Agreement of Lyondell Chemical Worldwide, Inc.
3. Pledge Agreement of Non-Borrower Joint Venture Subsidiaries
4. Pledge Agreement of Restricted Subsidiaries
5. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Financing Statement from Lyondell Chemical Worldwide, Inc. to a trustee for
the benefit of Morgan Guaranty Trust Company of New York, as Collateral
Agent, with respect to Bayport, Texas facility
6. Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Financing Statement from Lyondell Chemical Worldwide, Inc. to a trustee for
the benefit of Morgan Guaranty Trust Company of New York, as Collateral
Agent, with respect to Channelview, Texas facility
7. Act of Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement from Lyondell Chemical Worldwide, Inc. to Morgan
Guaranty Trust Company of New York, as Collateral Agent, with respect to
Lake Charles, Louisiana facility
<PAGE>
SCHEDULE 5.19(e)
1. Subject to receipt of appropriate consents from ground lessors, Leasehold
Mortgage, Assignment of Leases and Rents, Security Agreement and Financing
Statement from Lyondell Chemical Worldwide, Inc. to Morgan Guaranty Trust
Company of New York, as Collateral Agent, with respect to Institute, West
Virginia and South Charleston, Kanawha County, West Virginia facilities
2. Landlord Waiver, Consent and Intercreditor Agreement among Rhone-Poulenc AG
Company, as landlord, Lyondell Chemical Worldwide, Inc., as tenant, and
Morgan Guaranty Trust Company of New York, as Collateral Agent, with
respect to Institute, West Virginia facility
3. Landlord Waiver, Consent and Intercreditor Agreement among Union Carbide
Chemicals and Plastics Company, Inc., as landlord, Lyondell Chemical
Worldwide, Inc., as tenant, and Morgan Guaranty Trust Company of New York,
as Collateral Agent, with respect to South Charleston, West Virginia
facility
4. Subject to receipt of appropriate consent from Atlantic Richfield Company,
Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement from Lyondell Chemical Worldwide, Inc. to Morgan
Guaranty Trust Company of New York, as Collateral Agent, with respect to
West Chester Pike, Newtown Township, Delaware County, Pennsylvania facility
5. Landlord Waiver, Consent and Intercreditor Agreement among Atlantic
Richfield Company, as landlord, Lyondell Chemical Worldwide, Inc., as
tenant, and Morgan Guaranty Trust Company of New York, as Collateral Agent,
with respect to Newtown Square, Pennsylvania facility
<PAGE>
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT dated as of April 16, 1999
amending and restating the Credit Agreement dated as of July 23, 1998, as
amended by Amendment No. 1 dated as of April 1, 1999 (the "Credit Agreement"),
among LYONDELL CHEMICAL COMPANY (formerly named LYONDELL PETROCHEMICAL COMPANY)
(the "Borrower"), the LENDERS party thereto, MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent, DLJ CAPITAL FUNDING, INC., as Syndication
Agent (the "Syndication Agent"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, CITIBANK, N.A., THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as
Documentation Agents.
WITNESSETH:
WHEREAS, the parties hereto desire to make the amendments specified below,
to restate the Credit Agreement in its entirety to read as set forth in the
Credit Agreement with the amendments specified below and to reaffirm the Credit
Agreement as so amended and restated;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment and Restatement
becomes effective, refer to the Credit Agreement as amended and restated hereby.
Section 2. Changes and Additions to Definitions. (a) The following
definitions are added in alphabetical order to Section 1.01 of the Credit
Agreement:
"Amendment 2" means the Amendment and Restatement of Credit Agreement dated
as of April 16, 1999, amending and restating this Agreement, as amended by
Amendment No. 1 dated as of April 1, 1999.
<PAGE>
"Amendment 2 Effective Date" means the date on which Amendment 2 becomes
effective in accordance with its terms.
"Applicable Term Loans-B Prepayment Fee Percentage" means (i) on any date
from and including the Amendment 2 Effective Date to but excluding the first
anniversary thereof, 2% and (ii) on any date from and including the first
anniversary of the Amendment 2 Effective Date to and including the second
anniversary thereof, 1%.
"Applicable Term Loans-E Prepayment Fee Percentage" means (i) on any date
from and including the third anniversary of the Amendment 2 Effective Date to
but excluding the fourth anniversary thereof, 2% and (ii) on any date from and
including the fourth anniversary of the Amendment 2 Effective Date to and
including the fifth anniversary thereof, 1%.
"Junior Securities Release Date" has the meaning set forth in Section 5.21.
"Term Loan-E" means a loan made by a Term Loan-E Lender pursuant to Section
2.01(f).
"Term Loan-E Commitment" means, with respect to each Term Loan-E Lender
identified on the Term Loan-E Commitment Schedule, the amount set forth opposite
the name of such Lender on such Schedule.
"Term Loan-E Commitment Schedule" means the Schedule delivered by the
Administrative Agent to the Borrower and the Term Loan-E Lenders prior to the
Amendment 2 Effective Date and identified as such.
"Term Loan-E Lender" means each Lender identified in the Term Loan-E
Commitment Schedule and each Assignee which acquires any Term Loan-E pursuant to
Section 906(c), and their respective successors.
(b) The definition of "Lender" set forth in Section 1.01 of the Credit
Agreement is amended by inserting at the end of clause (i) thereof the phrase
"or on the Term Loan-E Commitment Schedule".
(c) The definition of "Maturity Date" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to
clause (vi) thereof with a comma, and (ii) inserting at the end thereof the
following phrase: "and (vii) with respect to Term Loans-E, the date set forth
in the Term Loan-E Commitment Schedule and identified therein as the final
maturity date with respect to the Term Loans-E.".
2
<PAGE>
(d) The definition of "New Senior Notes" set forth in Section 1.01 of the
Credit Agreement is amended to read in its entirety as follows:
"New Senior Notes" means notes of the Borrower which (i) mature no earlier
than the date which falls seven and a half years after the Amendment 2 Effective
Date, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor
(the terms of which Guarantee shall provide that it terminates automatically
upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor),
(iii) are not secured by any assets of any Person other than all or any portion
of the Collateral and, if so secured, the rights and remedies of the holders of
such notes with respect to such Collateral are subject to security arrangements
in form and substance satisfactory to the Administrative Agent (which
arrangements will provide, in any event, that all Liens on all or any portion of
the Collateral securing such notes shall be automatically released concurrently
with any release of the Liens on all or any such portion of the Collateral
securing the Loans (other than upon a complete refinancing of the Loans and the
Reimbursement Obligations with other Debt to be secured by such Collateral)),
and (iv) contain otherwise substantially the terms and conditions contemplated
by the form of the senior note indenture delivered to the Administrative Agent
prior to the Amendment 2 Effective Date (or, in the case of any such notes
issued after the Amendment 2 Effective Date, terms and conditions that are at
least as favorable to the Lenders as the terms and conditions set forth in such
form of senior note indenture, except that the interest rate applicable to such
notes shall be the then prevailing market rate or, if such notes are to be
fungible with previously issued notes, the interest rate shall, taken together
with the sales price of such notes, reflect then prevailing market rates);
provided that the gross cash proceeds received by the Borrower from the issuance
of such notes (including any such notes issued on the Amendment 2 Effective
Date) shall not exceed $2,750,000,000 minus the aggregate principal amount of
the Term Loans-E made on the Amendment 2 Effective Date.
(e) The definition of "New Senior Subordinated Notes" set forth in
Section 1.01 of the Credit Agreement is amended by substituting the reference to
"Amendment 1 Effective Date" contained in clause (ii) thereof with a reference
to "Amendment 2 Effective Date".
(f) The definition of "Term Commitments" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loan-D Commitments" contained therein with a comma, and (ii)
adding immediately after such reference the following phrase: "and the Term
Loan-E Commitments".
3
<PAGE>
(g) The definition of "Term Lenders" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loan-D Lenders" contained therein with a comma, and (ii)
adding immediately after such reference the following phrase: "and the Term
Loan-E Lenders".
(h) The definition of "Term Loans" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loans-D" contained therein with a comma, and (ii) adding
immediately after such reference the following phrase: "and the Term Loans-E".
Section 3. Additional Class of Loans. Section 1.03 of the Credit Agreement
is amended by inserting a reference to "Term Loan-E," immediately after the
reference to "Term Loan-D," contained in the third sentence of such Section.
Section 4. Commitment to Make Term Loans-E. Section 2.01 of the Credit
Agreement is amended by (i) renumbering subsection (f) thereof as subsection
(g), and (ii) inserting a new subsection (f) immediately after subsection (e)
thereof, to read in its entirety as follows:
"(f) Term Loan-E Facility. On the Amendment 2 Effective Date each Term
Loan-E Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make a Term Loan-E to the Borrower in a principal amount not to
exceed the amount of its Term Loan-E Commitment. The Term Loan-E Commitments
are not revolving in nature, and amounts repaid or prepaid pursuant to Section
2.04 or Section 2.09 shall not be reborrowed. The Term Loan-E Commitments shall
terminate in their entirety on the close of business (New York City time) on the
Amendment 2 Effective Date.".
Section 5. Addition of Provisions Relating to Prepayment of Term Loans-E.
(a) Subsection (e)(A) of Section 2.04 of the Credit Agreement is amended by (i)
deleting the "and" at the end of clause second thereof and replacing it with a
comma, and (ii) adding the following clause at the end of clause third thereof:
"and fourth, the Borrower shall prepay (subject to subsection (f) of this
Section) the Term Loans-E, until all Term Loans-E have been paid in full".
(b) Subsection (e)(B) of Section 2.04 of the Credit Agreement is amended
by (i) deleting the "and" at the end of clause second thereof and replacing it
with a comma, and (ii) adding the following clause at the end of clause third
thereof: "and fourth, the Borrower shall prepay (subject to subsection (f) of
this Section) the Term Loans-E, until all Term Loans-E have been paid in full".
4
<PAGE>
(c) A new subsection (h) is added at the end of Section 2.04 of the
Credit Agreement, to read in its entirety as follows:
"(h) Provisions Relating to Term Loans-E. (i) Scheduled Amortization. In
addition, (i) on each Quarterly Payment Date occurring after the Amendment 2
Effective Date and on or prior to the fourth Quarterly Payment Date prior to the
Maturity Date of the Term Loans-E the Borrower shall repay, and there shall
become due and payable, an aggregate principal amount of the Term Loans-E equal
to 0.25% of the aggregate principal amount of the Term Loans-E made on the
Amendment 2 Effective Date and (ii) on each Quarterly Payment Date occurring
thereafter, the Borrower shall repay, and there shall become due and payable, an
aggregate principal amount of the Term Loans-E equal to 25% of the aggregate
principal amount of the Term Loans-E outstanding on the fourth Quarterly Payment
Date prior to the Maturity Date of the Term Loans-E (immediately after giving
effect to the repayment of the Term Loans-E made by the Borrower on such
Quarterly Payment Date pursuant to clause (i)) or, if less, the aggregate
principal amount of the Term Loans-E then outstanding (as each such amount may
be reduced pursuant to Section 2.04 and Section 2.09).
(ii) Ability to Reject Contingent Prepayments. The provisions of
subsection (f) shall apply to any prepayment of the Term Loans-E that would, but
for the provisions of such subsection (f), otherwise be required pursuant to
subsection (d) of this Section, mutatis mutandis.
(iii) The amount of any prepayments of Term Loans-E pursuant to
subsection (d) of this Section shall be applied to reduce pro rata the amount of
the subsequent scheduled prepayments of the Term Loans-E required pursuant to
clause (i) of this subsection.
Section 6. Amendments to the Optional Prepayments Provisions. (a) Section
2.09(a) of the Credit Agreement is amended by adding the following proviso at
the end of the first sentence thereof:
"provided that (i) the Borrower may not prepay any Term Loans-E prior to
the third anniversary of the Amendment 2 Effective Date, (ii) together with any
optional prepayment of the Term Loans-B on any date on or prior to the second
anniversary of the Amendment 2 Effective Date, the Borrower shall also pay a
prepayment fee equal to the Applicable Term Loans-B Prepayment Fee Percentage of
the principal amount of such Term Loans-B being prepaid and (iii) together with
any optional prepayment of the Term Loans-E on any date on or after the third
anniversary of the Amendment 2 Effective Date and on or prior to the fifth
anniversary thereof, the Borrower shall also pay a prepayment fee equal
5
<PAGE>
to the Applicable Term Loans-E Prepayment Fee Percentage of the principal amount
of such Term Loans-E being prepaid."
(b) Section 2.09(c) of the Credit Agreement is amended by adding the
following sentence at the end thereof: "The amount of any prepayment of Term
Loans-E pursuant to this Section shall be applied, first, to the next scheduled
payment in respect of such Loans pursuant to Section 2.04(h)(i) to the extent
necessary to reduce such next scheduled payment to zero, and, second, pro rata
to all subsequent scheduled payments in respect of such Loans pursuant to
Section 2.04(h)(i).
Section 7. Amendment to the Use of Proceeds Covenant. Section 5.08 of the
Credit Agreement is amended by (i) inserting the parenthetical "(other than Term
Loans-E)" immediately after the reference to "Term Loans" in the first sentence
thereof, and (ii) adding the following sentence immediately after the first
sentence thereof: "The proceeds of the Term Loans-E will be used by the Borrower
solely to repay outstanding Term Loans-C and Term Loans-D."
Section 8. Amendment to the Covenant Limiting Restrictions on Subsidiaries.
Section 5.18 of the Credit Agreement is amended by (i) deleting the reference to
the "Amendment 1 Effective Date" contained in clause (vii)(y) thereof and
substituting it with a reference to the "Amendment 2 Effective Date" and (ii)
adding the following parenthetical at the end of such clause "(or, solely with
respect to New Senior Notes issued after the Amendment 2 Effective Date, as in
effect on the date of issuance of such notes)".
Section 9. Amendments to the Covenant Requiring the Issuance of Additional
Securities. Section 5.21 of the Credit Agreement is amended by:
(a) deleting the phrase "On or prior to June 30, 2000" set forth in the
introductory clause thereof;
(b) adding the phrase "on or prior to June 30, 2000" at the beginning of
clause (a) thereof;
(c) adding the phrase "on or prior to June 30, 2002" at the beginning of
clause (b) thereof; and
(d) amending the proviso contained therein by (i) deleting the "and" at
the end of clause (i) thereof and replacing it with a comma, (ii) deleting the
reference to "Amendment 1 Effective Date" contained in clause (ii) thereof and
replacing it with a reference to "Amendment 2 Effective Date", and (iii) adding
new clauses (iii), (iv) and (v) immediately after clause (ii) thereof, to read
in their
6
<PAGE>
entirety as follows: "(iii) the amount of common stock required by clause (a)
shall be reduced by up to $150,000,000 of gross cash proceeds from the sale of
preferred equity of the Borrower issued pursuant to one or more Equity
Issuances, (iv) the terms of any preferred equity issued by the Borrower
pursuant to this Section shall not require the payment of any cash dividends
thereon on any date on or prior to the fifth anniversary of the Amendment 2
Effective Date or the scheduled redemption thereof in whole or in part on any
date on or prior to the tenth anniversary of the Amendment 2 Effective Date and
(v) the Borrower shall not be required to comply with the provisions of clause
(b) at any date on or after the Junior Securities Release Date. "Junior
Securities Release Date" means the first date on which (i) all Term Loans-C and
Term Loans-D (including all interest and fees accrued thereon) have been repaid
in full and (ii) (x) the Borrower has Senior Debt Ratings at or above the level
of Ba2 by Moody's and BB by S&P or (y) the ratio of (1) Adjusted Debt at the
last day of the Fiscal Quarter ended on or most recently prior to such date and
with respect to which the Borrower has delivered the financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b) minus
unencumbered cash and cash equivalents (other than by Liens created under the
Collateral Documents) on such day (but excluding in any event any cash taken
into account in the calculation of Adjusted Debt) to (2) Adjusted EBITDA for the
period of four consecutive Fiscal Quarters ended on the last day of such Fiscal
Quarter, does not exceed 3.00:1, and the Borrower shall have delivered to the
Administrative Agent a certificate of the chief financial officer or the chief
accounting officer of the Borrower so certifying and setting forth in reasonable
detail the calculations on the basis of which such certification is being made.
Section 10. Certain Permitted Debt. (a) Clause (j) of Section 5.09 is
amended by adding the following phrase at the end thereof "and less (z) the
aggregate outstanding principal amount of Debt of Persons other than
Subsidiaries permitted solely by Section 5.22(c)".
(b) Clause (g) of Section 5.10 is amended by adding the following phrase
at the end thereof "and less (z) the aggregate outstanding principal amount of
Debt of Persons other than Subsidiaries permitted solely by Section 5.22(c) at
such time".
(c) The following parenthetical is added at the end of Section 5.22(c) of
the Credit Agreement: "other than (i) if such Subject Assets Transferee is a
Subsidiary, Debt permitted to be incurred under Section 5.10(g) and (ii) if such
Subject Assets Transferee is not a Subsidiary, Debt in an aggregate principal
amount not to exceed (x) $50,000,000 less (y) the aggregate outstanding
principal amount of Debt of Subsidiaries permitted solely by clause (g) of
Section 5.10
7
<PAGE>
at such time less (z) the aggregate outstanding principal amount of Debt secured
by Liens permitted solely by clause (j) of Section 5.09 at such time".
Section 11. Changes in Pricing. The Pricing Schedule is amended in its
entirety and replaced by the Pricing Schedule attached hereto.
Section 12. Term Loan-E Lenders. Promptly after the date hereof, the
Arranger and the Syndication Agent intend to organize a syndicate of banks and
other financial institutions to provide a new tranche of term loans to the
Borrower under the Credit Agreement, such lenders to be the "Term Loan-E
Lenders" and such loans to be the "Term Loans-E", in each case contemplated by
the Credit Agreement as amended and restated hereby; provided that the aggregate
amount of commitments to provide such loans shall not exceed $2,750,000,000
minus the gross cash proceeds to be received by the Borrower on the Amendment 2
Effective Date from the issuance and sale of New Senior Notes (as defined in the
Credit Agreement as amended and restated hereby). If any such financial
institutions approved by the Borrower agree to commit to provide such loans and
the Borrower, the Syndication Agent, the Arranger and such financial
institutions agree on the pricing of such loans then, prior to the Amendment 2
Effective Date, the Administrative Agent shall distribute to the Borrower and to
each such financial institution a schedule (the "Term Loan-E Commitment
Schedule") setting forth the name of each such financial institution, the amount
of the commitment of such financial institution to make such loans, the final
maturity date of such loans, and the principal amount of each amortization
payment with respect to such loans to be made by the Borrower (expressed as a
dollar amount) and the date thereof (calculated as set forth in Section
2.04(h)(i) of the Credit Agreement as amended and restated hereby) and the
Borrower and each such financial institution shall execute an instrument in form
and substance satisfactory to the Administrative Agent pursuant to which the
Borrower and each such financial institution shall acknowledge acceptance of
such schedule and the terms set forth therein. On the Amendment 2 Effective
Date, each financial institution identified on the Term Loan-E Commitment
Schedule shall become a "Term Loan-E Lender" under the Credit Agreement with a
Term Loan-E Commitment as set forth on such Schedule opposite such financial
institution's name, and shall have all the rights, and be subject to all of the
obligations, of a "Term Loan-E Lender" under the Credit Agreement as amended and
restated hereby and the other Loan Documents.
Section 13. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
8
<PAGE>
Section 14. Counterparts. This Amendment and Restatement 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.
Section 15. Effectiveness. This Amendment and Restatement shall become
effective on the first date (the "Amendment 2 Effective Date") on which all the
following conditions have been satisfied:
(a) receipt by the Administrative Agent of counterparts hereof signed by
each of the Required Lenders and the Borrower (or, in the case of any party as
to which an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party);
(b) receipt by the Administrative Agent of (x) an opinion (addressed to
the Agents and the Lenders) of Baker & Botts L.L.P., special counsel for the
Obligors, substantially to the effect of Exhibit E to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment and
Restatement and (y) an opinion (addressed to the Agents and the Lenders) of
Robert J. Millstone, General Counsel of the Borrower, substantially to the
effect of Exhibit F to the Credit Agreement with reference to the Loan Documents
after giving effect to this Amendment and Restatement, each dated the Amendment
2 Effective Date and each covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request;
(c) receipt by the Administrative Agent of an opinion (addressed to the
Agents and the Lenders) of Davis Polk & Wardwell, special counsel for the
Agents, substantially to the effect of Exhibit G to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment, dated the
Amendment 2 Effective Date and covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by each of the Agents, the Arranger and the Co-Arrangers of
payment of all other costs, fees and expenses (including, without limitation,
reasonable legal fees and expenses for which invoices shall have been submitted
to the Borrower) and other compensation payable to any of the foregoing on or
prior to the Amendment 2 Effective Date in connection with the Loan Documents;
9
<PAGE>
(e) the fact that all conditions to effectiveness of Amendment No. 1 to
the Credit Agreement dated as of April 1, 1999 ("Amendment No. 1") shall have
been satisfied;
(f) receipt by the Administrative Agent, for the account of each Term
Loan-E Lender that has so requested at least 2 Domestic Business Days prior to
the Amendment 2 Effective Date, of a Note duly executed by the Borrower and
payable to the order of such Term Loan-E Lender and evidencing the Borrower's
obligations to repay the Term Loans-E made by such Term Loan-E Lender;
(g) receipt by the Administrative Agent of a duly executed Notice of
Borrowing with respect to a Borrowing of Term-E Loans to be made on the
Amendment 2 Effective Date in an aggregate principal amount equal to the
aggregate amount of the Term Loan-E Commitments (as set forth on the Term Loan-E
Commitment Schedule);
(h) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of each Obligor, the corporate authority for
the Loan Documents, and any other matters relevant hereto, all in form and
substance satisfactory to such Agent in its sole good faith discretion;
(i) receipt by the Administrative Agent of evidence satisfactory to it
that the Borrower shall have consummated (i) an issuance of common stock of the
Borrower pursuant to an Equity Issuance for gross cash proceeds (i.e., total
cash proceeds before underwriting discounts and commissions and expenses of
issuance) of not less than $350,000,000; (ii) an issuance of New Senior
Subordinated Notes pursuant to a Debt Incurrence for gross cash proceeds of not
less than $500,000,000; and (iii) an issuance of New Senior Notes (as defined in
the Credit Agreement as amended and restated hereby) pursuant to a Debt
Incurrence for gross cash proceeds of not less than the difference between
$1,000,000,000 and the gross cash proceeds of the issuance of New Senior
Subordinated Notes contemplated by clause (ii); and
(j) receipt by the Administrative Agent of evidence satisfactory to it
that the Borrower shall apply all of the proceeds of the Term Loans-E to be made
on the Amendment 2 Effective Date and of the Equity Issuances and the Debt
Incurrences described in clause (i) to repay the Term Loans-C and the Term
Loans-D, in the order specified in Section 2.04(e) of the Credit Agreement,
together with accrued and unpaid interest thereon and any amount payable under
Section 2.11 of the Credit Agreement in connection with such repayment.
10
<PAGE>
Promptly after the Amendment 2 Effective Date occurs, the Administrative Agent
shall notify the Borrower, the other Agents and the Lenders thereof, and such
notice shall be conclusive and binding on all parties hereto.
Section 16. Certain Changes to Amendment No. 1. The parties hereto agree
that (i) the Pricing Schedule attached to Amendment No. 1 is deleted and
substituted in its entirety with the Pricing Schedule attached hereto, (ii) the
conditions to effectiveness set forth in Section 26(i) of Amendment No. 1 shall
be satisfied if the Borrower shall have satisfied the condition set forth in
Section 15(i) of this Amendment and Restatement and (iii) in addition to the
conditions to effectiveness set forth in Section 26 thereof, it shall be a
condition precedent to the effectiveness of Amendment No.1 that the
Administrative Agent shall have received evidence satisfactory to it that this
Amendment and Restatement shall become effective simultaneously with Amendment
No.1 becoming effective.
Section 17. Consent to Amendments to Collateral Documents. Each Lender
party hereto consents to the execution and delivery by the Administrative Agent
of such amendments to the Collateral Documents as shall be necessary or
desirable to order to permit any New Senior Notes (as defined in the Credit
Agreement as amended and restated hereby) to be secured by the Collateral as
contemplated by clause (iii) of the definition thereof.
Section 18. Effect of Amendment and Restatement. Except as expressly
amended by this Amendment and Restatement, the provisions of the Credit
Agreement remain in full force and effect. The parties hereto agree that the
Credit Agreement shall be restated in its entirety to read as set forth in the
Credit Agreement with the amendments specified herein and hereby reaffirm the
Credit Agreement as so amended and restated without the necessity of attaching a
full copy of the Credit Agreement as so amended and restated.
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LYONDELL CHEMICAL COMPANY
By:
----------------------------------------------
Title: Vice President, Finance & Treasurer
Address: 1221 McKinney
Suite 1600
Houston, TX 77002
Facsimile: (713) 652-4140
12
<PAGE>
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent and as Lender
By:
---------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC., as
Syndication Agent and as Lender
By:
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Documentation Agent and as Lender
By:
---------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Documentation Agent
By:
---------------------------------
Name:
Title:
13
<PAGE>
CITIBANK, N.A., as Documentation
Agent and as Lender
By:
---------------------------------
Name:
Title:
NATIONSBANK, N.A., as
Documentation Agent and as Lender
By:
---------------------------------
Name:
Title:
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
14
<PAGE>
ALLSTATE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By:
---------------------------------
Name:
Title:
BANK OF MONTREAL
By:
---------------------------------
Name:
Title:
15
<PAGE>
THE BANK OF NEW YORK
By:
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
---------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI LTD.,
HOUSTON AGENCY
By:
---------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
---------------------------------
Name:
Title:
16
<PAGE>
BANQUE NATIONALE DE PARIS
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
BARCLAYS BANK PLC
By:
---------------------------------
Name:
Title:
BAYERISCHE HYPO-UND
VEREINSBANK AG
NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
17
<PAGE>
BHF - BANK AKTIENGESELLSCHAFT
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
CIBC INC.
By:
---------------------------------
Name:
Title:
MONUMENTAL LIFE INSURANCE COMPANY,
successor by merger to
Commonwealth Life Insurance co.
By:
---------------------------------
Name:
Title:
18
<PAGE>
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
19
<PAGE>
CRESCENT / MACH I PARTNERS LP
By: TCW Asset Management Company, its
investment manager
By:
---------------------------------
Name:
Title:
CYPRESS TREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
20
<PAGE>
DEBT STRATEGIES FUND, INC.
By:
---------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management, as investment
advisor
By:
---------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
---------------------------------
Name:
Title:
21
<PAGE>
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney-in-fact
By:
---------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
---------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
GCB INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
---------------------------------
Name:
Title:
22
<PAGE>
ING HIGH INCOME PRINCIPAL PRESERVATION
FUND HOLDINGS, LDC
By: ING Capital Advisors LLC, as investment
advisor
By:
---------------------------------
Name:
Title:
KZH III LLC
By:
---------------------------------
Name:
Title:
KZH IV LLC
By:
---------------------------------
Name:
Title:
KZH CNC LLC
By:
---------------------------------
Name:
Title:
23
<PAGE>
KZH-CYPRESSTREE-1 LLC
By:
---------------------------------
Name:
Title:
KZH ING-2 LLC
By:
---------------------------------
Name:
Title:
KZH SOLEIL-2 LLC
By:
---------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
24
<PAGE>
MASSMUTUAL HIGH YIELDPARTNERS II, LLC
By: HYP Management, Inc. as managing member
By:
---------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc., as
investment manager
By:
---------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By:
---------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
25
<PAGE>
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C., as its
investment advisor
By:
---------------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
---------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its agent
By: Greenwich Capital Markets, Inc., its agent
By:
---------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
26
<PAGE>
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Insurance Company
By:
---------------------------------
Name:
Title:
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as manager
By:
---------------------------------
Name:
Title:
ORIX USA CORPORATION
By:
---------------------------------
Name:
Title:
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
---------------------------------
Name:
Title:
27
<PAGE>
PRIMERICA LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
---------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:
---------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO INC.
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
---------------------------------
Name:
Title:
28
<PAGE>
STEIN ROE & FARNHAM INCORPORATED, as
agent for Keyport Life Insurance Company
By:
---------------------------------
Name:
Title:
STRONG CAPITAL MANAGEMENT
By:
---------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
---------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED, NEW YORK
BRANCH
By:
---------------------------------
Name:
Title:
29
<PAGE>
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By:
--------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc., as
portfolio advisor
By:
--------------------------------
Name:
Title:
30
<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its investment
advisor
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
VAN KAMPEN AMERICAN CAPITAL
By:
--------------------------------
Name:
Title:
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its collateral manager
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
31
<PAGE>
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
32
<PAGE>
AERIES FINANCE LTD.
By:
--------------------------------
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co., L.P., as Investment
Advisor
By:
--------------------------------
Name:
Title:
AMARA-1 FINANCE LTD.
By:
--------------------------------
Name:
Title:
ARAB AMERICAN BANK
By:
--------------------------------
Name:
Title:
ARAB BANK PLC
By:
--------------------------------
Name:
Title:
33
<PAGE>
ARCHIMEDES FUNDING II, LTD
By: ING Capital Advisors, LLC., as collateral
manager
By:
--------------------------------
Name:
Title:
BALANCED HIGH YIELD FUND II
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
NASSAU BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
34
<PAGE>
BANK LEUMI USA
By:
--------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A. GROUP,
NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
--------------------------------
Name:
Title:
BATTERSON PARK, CBO I
By: General Re-New England Asset
Management Inc., as collateral manager
By:
--------------------------------
Name:
Title:
35
<PAGE>
BEAR STEARNS INVESTMENT PRODUCTS INC.
By:
--------------------------------
Name:
Title:
BELLSOUTH DOMESTIC BOND
(ACCT 26)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank & Trust Co.
in the nominee name of Marine Crew & Co.
By:
--------------------------------
Name:
Title:
BELLSOUTH GLOBAL BOND (ACCT 826)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank & Trust Co.
in the nominee name of Marine Crew & Co.
By:
--------------------------------
Name:
Title:
36
<PAGE>
CAPTIVA FINANCE LTD.
By:
--------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By:
--------------------------------
Name:
Title:
CAPTIVA III FINANCE, LTD., as advised by Pacific
Investment Management Company
By:
--------------------------------
Name:
Title:
CARAVELLE INVESTMENT FUND, L.L.C.
By:
--------------------------------
Name:
Title:
CARILLON HOLDING, LIMITED
By:
--------------------------------
Name:
Title:
37
<PAGE>
CERES FINANCE LTD.
By:
--------------------------------
Name:
Title:
CHANCELLOR/TRITON CBO, LIMITED
By: Invesco Senior Secured Management, Inc.,
as collateral manager
By:
--------------------------------
Name:
Title:
CHANG HWA COMMERCIAL BANK LTD., NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
38
<PAGE>
CHINATRUST BANK (U.S.A.)
By:
--------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company, as
its investment advisor
By:
--------------------------------
Name:
Title:
ELC (CAYMAN) LTD.
By:
--------------------------------
Name:
Title:
FC CBO LIMITED
By:
--------------------------------
Name:
Title:
39
<PAGE>
FC CBO II LIMITED
By:
--------------------------------
Name:
Title:
FIRST COMMERCIAL BANK
By:
--------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
Title:
40
<PAGE>
GALAXY CLO 1999-1, LTD.
By: SAI Investment Adviser, Inc., its collateral
manager
By:
--------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
--------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By:
--------------------------------
Name:
Title:
41
<PAGE>
GULF INTERNATIONAL BANK B.S.C.
By:
--------------------------------
Name:
Title:
IKB DEUTSCHE INDUSTRIEBANK AG
LUXEMBOURG BRANCH
By:
--------------------------------
Name:
Title:
IMPERIAL BANK
By:
--------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as
collateral manager
By:
--------------------------------
Name:
Title:
42
<PAGE>
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg
By:
--------------------------------
Name:
Title:
ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P.
By: ING Capital Advisors, LLC, as investment
advisor
By:
--------------------------------
Name:
Title:
INTEGRITY LIFE INSURANCE
By:
--------------------------------
Name:
Title:
KBC BANK
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
43
<PAGE>
KZH CRESCENT-3 LLC
By:
--------------------------------
Name:
Title:
KZH CRESCENT LLC
By:
--------------------------------
Name:
Title:
KZH CRESCENT-2 LLC
By:
--------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By:
--------------------------------
Name:
Title:
KZH STERLING LLC
By:
--------------------------------
Name:
Title:
44
<PAGE>
KZH ING-3 LLC
By:
--------------------------------
Name:
Title:
KZH PAMCO LLC
By:
--------------------------------
Name:
Title:
KZH SHENKMAN LLC
By:
--------------------------------
Name:
Title:
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
45
<PAGE>
MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
--------------------------------
Name:
Title:
46
<PAGE>
MITSUBISHI TRUST AND BANKING CORPORATION
By:
--------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.
By:
--------------------------------
Name:
Title:
MOUNTAIN CAPITAL CLO I, LTD.
By:
--------------------------------
Name:
Title:
47
<PAGE>
MONY LIFE INSURANCE COMPANY, as successor by operation
of law to The Mutual Life Insurance Company of New York
By:
--------------------------------
Name:
Title:
NORSE CBO, LTD.
By: Peterson Capital Management, Llc as its
investment advisor
By: Peterson Capital Advisors, LLC
its manager and pursuant to delegated authority
By:
--------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P., as collateral
manager
By:
--------------------------------
Name:
Title:
48
<PAGE>
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-I, LTD.
By:
--------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as investment
advisor
By:
--------------------------------
Name:
Title:
PACIFICA PARTNERS 1, L.P.,
By: Imperial Credit Asset Management, as its
investment manager
By:
--------------------------------
Name:
Title:
PAM CAPITAL FUNDING LP
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
49
<PAGE>
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
MONUMENTAL LIFE INSURANCE COMPANY, successor by merger
to Peoples Security Life Insurance Company
By:
--------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc., as its investment
manager
By:
--------------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc. as its
investment manager
By:
--------------------------------
Name:
Title:
50
<PAGE>
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc., as its
investment advisor
By:
--------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim America Investments, Inc. as its
investment manager
By:
--------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc.
as its investment manager
By:
--------------------------------
Name:
Title:
51
<PAGE>
ATHENA CDO, LIMITED
By: Pacific Investment Management Company as
its investment advisor
By:
--------------------------------
Name:
Title:
PIMCO HIGH YIELD FUND (ACCT 705)
By: Pacific Investment Management Company, as
its investment advisor acting through investors
fiduciary trust company in the nominee name of
IFTCO
By:
--------------------------------
Name:
Title:
ILLINOIS TEACHERS RETIREMENT SYSTEM (ACCT 59)
By: Pacific Investment Management Company as
investment advisor, acting through Northern
Trust Company in the nominee name of How & Co.
By:
--------------------------------
Name:
Title:
52
<PAGE>
SAMARITAN HEALTH SYSTEM
By: Pacific Investment Management Company as
its investment advisor, acting through Bankers
Trust Company in the nominee name of Pitt & Co.
By:
--------------------------------
Name:
Title:
STOCKSPLUS LP SUBFUND A (ACCT 401),
By: Pacific Investment Management Company as
investment advisor, acting through Investors
Fiduciary Trust Company in the nominee
name of IFTCO
By:
--------------------------------
Name:
Title:
PIMCO TOTAL RETURN FUND (ACCT 700)
By: Pacific Investment Management Company, as
investment advisor, acting through Investors
Fiduciary Trust Company in the nominee name
of IFTCO
By:
--------------------------------
Name:
Title:
53
<PAGE>
WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND U
INVESTMENTS (ACCT 420)
By: Pacific Investment Management Company, as
its investment advisor, acting through the
Chase Manhattan Bank in the nominee name of
Atwell & Co.
By:
--------------------------------
Name:
Title:
PNC BANK, N. A.
By:
--------------------------------
Name:
Title:
PROVIDENT CBO I, LIMITED
By: Provident Investment Management, LLC
By:
--------------------------------
Name:
Title:
PUTNAM ASSET ALLOCATION FUNDS - BALANCED PORTFOLIO
By:
--------------------------------
Name:
Title:
54
<PAGE>
PUTNAM DIVERSIFIED INCOME TRUST
By:
--------------------------------
Name:
Title:
PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD TRUST II
By:
--------------------------------
Name:
Title:
PUTNAM HIGH YIELD ADVANTAGE FUND
By:
--------------------------------
Name:
Title:
PUTNAM HIGH YIELD TRUST
By:
--------------------------------
Name:
Title:
PUTNAM MASTER INTERMEDIATE INCOME TRUST
By:
--------------------------------
Name:
Title:
55
<PAGE>
PUTNAM PREMIER INCOME TRUST
By:
--------------------------------
Name:
Title:
PUTNAM VARIABLE TRUST - PVT HIGH YIELD FUND
By:
--------------------------------
Name:
Title:
PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND
By:
--------------------------------
Name:
Title:
REPUBLIC NATIONAL BANK OF NEW YORK
By:
--------------------------------
Name:
Title:
56
<PAGE>
ROYALTON COMPANY
By: Pacific Investment Management Company, as
its investment advisor
By:
--------------------------------
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
--------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
investment advisor
By:
--------------------------------
Name:
Title:
EATON VANCE SENIOR INCOME TRUST,
By: Eaton Vance Management, as investment
advisor
By:
--------------------------------
Name:
Title:
57
<PAGE>
SOMERS CDO, LIMITED
By:
--------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By:
--------------------------------
Name:
Title:
SRF TRADING, INC.
By:
--------------------------------
Name:
Title:
SRV-HIGHLAND, INC.
By:
--------------------------------
Name:
Title:
58
<PAGE>
STATE STREET BANK AND TRUST COMPANY,
as trustee for General Motors Cash Management
Master Trust
By:
--------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY, as trustee for
General Motors Welfare Benefits Trust
By:
--------------------------------
Name:
Title:
STRATA FUNDING LTD.
By:
--------------------------------
Name:
Title:
STRONG ADVANTAGE FUND, INC.
By:
--------------------------------
Name:
Title:
59
<PAGE>
SUN TRUST BANK, ATLANTA
By:
--------------------------------
Name:
Title:
TAIPEI BANK, NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------------
Name:
Title:
THE TOYO TRUST & BANKING CO., LTD.
By:
--------------------------------
Name:
Title:
60
<PAGE>
TRAVELERS CORPORATE LOAN FUND, INC.,
By: Travelers Asset Management International
Corporation
By:
--------------------------------
Name:
Title:
VAN KAMPEN CLO I, LIMITED
By: Van Kampen Management, Inc., as collateral
manager
By:
--------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
--------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:
--------------------------------
Name:
Title:
61
<PAGE>
VAN KAMPEN SENIOR FLOATING RATE FUND
By:
--------------------------------
Name:
Title:
62
<PAGE>
J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment
Manager for the Ensign Peak Advisors, Inc. Saint Gems
By:
--------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment
Manager for Ford Motor Company Cash State Street Bank -
Custodian
By:
--------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment
Manager for the Interpayment Service Limited/Thomas
Cook Bank of New York (Brussels) Custodian
By:
--------------------------------
Name:
Title:
63
<PAGE>
J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment
Manager for the Interpayment Service Limited/Thomas
Cook Corporate Cash - Domestic Bank of New York
Custodian
By:
--------------------------------
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment
Manager for the JPM US Global Strategic Income Fund
(Special Situation Portfolio) Chase Luxembourg
Custodian
By:
--------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Investment Manager for the Apple IV-High Yield-State
Street Bank & Trust Company London-Master Custodian
By:
--------------------------------
Name:
Title:
64
<PAGE>
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee
for the Commingled Pension Trust Fund
By:
--------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Investment Manager for the Global Strategic Income
Portfolio (Special Situation Portfolio) State Street
Bank & Trust
By:
--------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Advisor
of JP Morgan High Yield Fund, LLC
By:
--------------------------------
Name:
Title:
65
<PAGE>
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee
for the MGT High Yield Bond Fund
By:
--------------------------------
Name:
Title:
66
<PAGE>
Lyondell Revises Proposed Refinancing Plan
HOUSTON, April 12 -- Lyondell Chemical Company has revised its previously
announced proposed refinancing plan to more fully address the Company's near-
term debt repayment requirements.
Under the revised proposal, Lyondell intends to raise $2.25 billion or more in
debt and to sell approximately 35 million shares of common stock, all during the
current quarter. All net proceeds will be applied to pay in full $1.25 billion
of bank debt due June 30, 1999 and to significantly reduce the $2 billion of
bank debt due June 30, 2000.
Implementation of the revised proposal is conditioned on majority approval by
the lenders under Lyondell's credit facility.
The common stock will be sold in an underwritten public offering. The debt
portion of the plan will include new senior secured notes and senior
subordinated notes that will be offered only to qualified institutional buyers.
Such notes have not been and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration. In addition, the Company may arrange
a new tranche under its existing bank credit facility.
Lyondell Chemical Company, with headquarters in Houston, Texas, is the world's
largest producer of propylene oxide (PO); the world's number two supplier of
polyols and TDI (toluene diisocyanate); a leading producer of propylene glycol;
a leading producer of other PO derivatives such as BDO (butanediol) and PGE
(propylene glycol ether); and a producer of styrene monomer and MTBE as co-
products of PO production.
Through its 41% interest in Equistar Chemicals, LP, Lyondell is also the largest
producer of ethylene, propylene and polyethylene in North America and a leading
producer of high value-added specialty polymers, color concentrates and
polymeric powder.
Through its 58.75% interest in LYONDELL-CITGO Refining LP., Lyondell is one of
the largest and most profitable refiners in the United States, processing very
heavy Venezuelan crude oil to produce gasoline, low sulfur diesel and jet fuel.
Lyondell is the third largest methanol producer in the U.S., through its 75%
interest in Lyondell Methanol Company, L.P.
