Amendment To Credit Agreement

Amendment No. 2 to Credit Agreement

Exhibit 4.6(b)

AMENDMENT NO. 2

TO CREDIT AGREEMENT

AMENDMENT (this “Amendment”) dated as of September 29, 2006 to the Credit Agreement dated as of August 16, 2006 (as amended, the “Credit Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation, and the AGENTS and LENDERS from time to time party thereto.

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, and each reference to “the Credit Agreement” “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Credit Agreement contained in any Loan Document shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Increase in Revolving Commitments. (a) With effect from and including the date hereof, (i) each Person listed on the signature pages hereof which is not a party to the Credit Agreement (a “New Lender”) shall become a Revolving Lender party to the Credit Agreement, (ii) the Revolving Commitment of each Revolving Lender shall be the applicable amount set forth opposite the name of such Lender on the attached Commitment Schedule, which shall become the Commitment Schedule referred to in the Credit Agreement and (iii) the participating interests of the respective Revolving Lenders in all outstanding Letters of Credit shall be redetermined on the basis of the Revolving Commitments after giving effect to (i) and (ii) above.

(b) The definition of “Revolving Commitment” is amended by the addition of the following concluding sentence:

The aggregate amount of the Revolving Commitments as of September 29, 2006 is $1,055,000,000.

SECTION 3. Reduction In Term Loan Pricing. (a) Part B of the definition of “Applicable Margin” is amended to read as follows:

B. Initial Term Loans. The Applicable Margin for Euro-Dollar Initial Term Loans and Base Rate Initial Term Loans for any day are the respective percentages set forth in the chart below in the applicable row and column based upon the Status that exists on such day; provided that in the event any Incremental Term Loans are borrowed with Applicable Margins which exceed those specified above by more than


0.25% per annum, the Applicable Margin for the Initial Term Loans shall be increased so as to be exactly 0.25% per annum less than the Applicable Margins applicable to such Incremental Term Loans. For this purpose, front-end fees or original issue discount with respect to Incremental Term Loans shall be equated to additional margin on the basis of an assumed four-year average life to maturity (i.e., 1.00% in front-end fees and/or original issue discount equals 0.25% additional margin).

 

Status:

   Level A     Level B  

Euro-Dollar Margin:

   1.75 %   2.00 %

Base Rate Margin:

   .750 %   1.00 %

(b) The following new definitions are added to Section 1.01 of the Credit Agreement in appropriate alphabetical position:

Level A Status” exists at any date if, at such date, the Total Leverage Ratio is less than 3.00 to 1.00.

Level B Status” exists at any date if, at such date, the Total Leverage Ratio is equal to or greater than 3.00 to 1.00.

(c) The following definition is amended to read in its entirety as follows:

Status” refers to the determination of which of (i) Level I Status, Level II Status, Level III Status or Level IV Status or (ii) Level A Status or Level B Status, respectively, exists at any date.

SECTION 4. Miscellaneous. The definition of “Lyondell-Equistar Debt” is amended to read in its entirety as follows:

Lyondell-Equistar Debt” means Debt under the 7.55% Notes Due 2026 issued by the Borrower pursuant to an Indenture dated as of January 29, 1996 between the Borrower and Texas Commerce Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of February 15, 1996 and the Second Supplemental Indenture dated as of December 1, 1997, which Debt has been assumed by Equistar and with respect to which, as between the Borrower and Equistar, Equistar is the obligor and the Borrower is the guarantor.

SECTION 5. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement are true in all material respects on and as of date hereof with the same effect as though made on and as of such date, except to

 

2


the extent such representations and warranties expressly relate to an earlier date and (ii) no Default has occurred and is continuing on such date.

SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 7. 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 8. Effectiveness. This Amendment shall become effective as of the date hereof when each of the following conditions shall have been satisfied:

(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party);

(b) receipt by the Administrative Agent of an opinion of such counsel for the Borrower as may be acceptable to the Administrative Agent, substantially to the effect of Exhibits B and C to the Credit Agreement with reference to this Amendment and the Credit Agreement as amended hereby;

(c) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of the Credit Agreement as amended hereby, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent.

The Administrative Agent shall promptly notify the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties hereto.

 

3


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:

 

/s/ Karen A. Twitchell

 

 

Name:

  Karen A. Twitchell
 

Title:

  Vice President and Treasurer


JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender

By:

 

/s/ Stacey L. Haimes

 

 

Name:

 

Stacey L. Haimes

 

Title:

  Vice President


BANK OF AMERICA, N.A., as
Syndication Agent, Co-
Documentation Agent and Lender

By:

 

/s/ Ronald E. McKaig

 

 

Name:

 

Ronald E. McKaig

 

Title:

  Senior Vice President


CITICORP USA, INC., as Syndication
Agent, Co-Documentation Agent and
Lender

By:

 

/s/ Daniel Gouger

 

 

Name:

 

Daniel Gouger

 

Title:

  Vice President


MORGAN STANLEY BANK, as Co-

Documentation Agent and Lender.

By:

 

/s/ Daniel Twenge

 

 

Name:

 

Daniel Twenge

 

Title:

 

Authorized Signatory

Morgan Stanley Bank


NEW REVOLVING LENDERS:

 

BAYERISCHE HYPO- UND

VEREINSBANK AG,

NEW YORK BRANCH

 

By:

 

/s/ Yoram Dankner

 

   

Name:

 

Yoram Dankner

   

Title:

  Managing Director
 

By:

 

/s/ Kimberly Sousa

 

   

Name:

 

Kimberly Sousa

   

Title:

  Director


NEW REVOLVING LENDERS:

 

DEUTSCHE BANK TRUST

COMPANY AMERICAS

 

By:

 

/s/ Carin Keegan

 

   

Name:

 

Carin Keegan

   

Title:

  Vice President
 

By:

 

/s/ Omayra Laucella

 

   

Name:

 

Omayra Laucella

   

Title:

  Vice President


NEW REVOLVING LENDERS:

  NATEXIS BANQUES POPULAIRES
 

By:

 

/s/ Louis P. Laville, III

 

   

Name:

 

Louis P. Laville, III

   

Title:

  Vice President / Group
Manager
 

By:

 

/s/ Daniel Payer

 

   

Name:

 

Daniel Payer

   

Title:

  Vice President


NEW REVOLVING LENDERS:

  SOCIÉTÉ GÉNÉRALE
 

By:

 

/s/ Graeme Bullen

 

   

Name:

 

Graeme Bullen

   

Title:

  Director


NEW REVOLVING LENDERS:

  THE BANK OF NEW YORK
 

By:

 

/s/ Raymond J. Palmer

 

   

Name:

 

Raymond J. Palmer

   

Title:

  Vice President


REVOLVING LENDERS:

  The Bank of Nova Scotia
 

By:

 

/s/ Vicki Gibson

 

   

Name:

 

Vicki Gibson

   

Title:

  Assistant Agent


NEW REVOLVING LENDERS:

  UBS LOAN FINANCE LLC
 

By:

 

/s/ Richard L. Tavrow

 

   

Name:

 

Richard L. Tavrow

   

Title:

  Director
 

By:

 

/s/ Irja R. Otsa

 

   

Name:

 

Irja R. Otsa

   

Title:

  Associate Director


NEW REVOLVING LENDERS:

  Wachovia Bank, National Association
 

By:

 

/s/ Barbara Van Meerten

 

   

Name:

 

Barbara Van Meerten

   

Title:

  Director


NEW REVOLVING LENDERS:

  General Electric Capital Corporation
 

By:

 

/s/ Stephen Petricone

 

   

Name:

 

Stephen Petricone

   

Title:

  Authorized Signatory
  GE ENERGY FINANCIAL SERVICES, INC.


NEW REVOLVING LENDERS:

  Mizuho Corporate Bank, Ltd.
 

By:

 

/s/ Leon Mo

 

   

Name:

 

Leon Mo

   

Title:

  Senior Vice President


NEW REVOLVING LENDERS:

 

UNITED OVERSEAS BANK

LTD., NEW YORK AGENCY

 

By:

 

/s/ George Lim

 

   

Name:

 

George Lim

   

Title:

  FVP & General Manager
 

By:

 

/s/ Mario Sheng

 

   

Name:

 

Mario Sheng

   

Title:

  Assistant Vice President


NEW REVOLVING LENDERS:

 

Credit Suisse, Cayman Islands

Branch

 

By:

 

/s/ Thomas R. Cantello

 

   

Name:

 

Thomas R. Cantello

   

Title:

  Vice President
 

By:

 

/s/ Laurence Lapeyre

 

   

Name:

 

Laurence Lapeyre

   

Title:

  Associate


 

BAYERISCHE LANDESBANK,

Acting through its New York

Branch, Lender

 

By:

 

/s/ Georgina Fiordalisi

 

   

Name:

 

Georgina Fiordalisi

   

Title:

  Vice President
 

By:

 

/s/ Norman McClave

 

   

Name:

 

Norman McClave

   

Title:

  First Vice President


NEW REVOLVING LENDERS:

  Crédit Industriel et Commercial
 

By:

 

/s/ Brian O’Leary

 

   

Name:

 

Brian O’Leary

   

Title:

  Vice President
 

By:

 

/s/ Marcus Edward

 

   

Name:

 

Marcus Edward

   

Title:

  Vice President


  FORTIS CAPITAL CORP.
 

By:

 

/s/ John W. Deegan

 

   

Name:

 

John W. Deegan

   

Title:

  Senior Vice President
 

By:

 

/s/ Steven Silverstein

 

   

Name:

 

Steven Silverstein

   

Title:

  Vice President


NEW REVOLVING LENDERS:

 

/s/ Rakesh Chandra

 

By:

 

State Bank of India, New York

 

   

Name:

 

Rakesh Chandra

   

Title:

  Vice President


COMMITMENT SCHEDULE

 

Lender

   Revolving Commitment    Term Commitment

JPMorgan Chase Bank, N.A.

   $ 110,000,000    $ 710,000,000

Bank of America, N.A.

     110,000,000    $ 443,750,000

Citicorp USA, Inc.

     110,000,000    $ 443,750,000

Morgan Stanley Bank

     80,000,000    $ 177,500,000

BAYERISCHE HYPO-UND VEREINSBANK, AG, New York Branch

     60,000,000   

Deutsche Bank Trust Company Americas

     60,000,000   

Natexis Banques Populaires

     60,000,000   

Societe Generale

     60,000,000   

THE BANK OF NEW YORK

     60,000,000   

THE BANK OF NOVA SCOTIA

     60,000,000   

UBS Loan Finance LLC

     60,000,000   

Wachovia Bank, National Association

     60,000,000   

General Electric Capital Corporation

     30,000,000   

Mizuho Corporate Bank, Ltd.

     30,000,000   

United Overseas Bank Limited

     30,000,000   

Credit Suisse

     20,000,000   

BAYERISCHE LANDESBANK New York Branch

     15,000,000   

Credit Industriel et Commercial

     15,000,000   

Fortis Capital Corp.

     15,000,000   

State Bank of India, New York Branch

     10,000,000   

Totals

   $ 1,055,000,000    $ 1,775,000,000