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EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED
THREE-YEAR CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is entered into as of July 2, 2001 (the "EFFECTIVE DATE"), among
CHEVRON ▇▇▇▇▇▇▇▇ CHEMICAL COMPANY LLC, a Delaware limited liability company (the
"LLC"), CHEVRON ▇▇▇▇▇▇▇▇ CHEMICAL COMPANY LP, a Delaware limited partnership
wholly-owned, indirectly, by the LLC (the "LP"; and together with the LLC, the
"BORROWERS"), BANK OF AMERICA, N.A., as administrative agent (the
"ADMINISTRATIVE AGENT"), THE CHASE MANHATTAN BANK and ABN AMRO BANK, N.V., as
co-syndication agents (the "CO-SYNDICATION AGENTS"), NATIONAL WESTMINSTER BANK
PLC, as documentation agent (the "DOCUMENTATION AGENT"), and certain lenders
from time to time party thereto (collectively, the "LENDERS").
Reference is made to that certain Amended and Restated Three-Year
Credit Agreement dated as of July 3, 2000, among the Borrowers, the
Administrative Agent, the Co-Syndication Agents, the Documentation Agent, and
the Lenders (the "THREE-YEAR CREDIT AGREEMENT"). Unless otherwise defined in
this Amendment, capitalized terms used herein shall have the meaning set forth
in the Three-Year Credit Agreement; all Article, Section, and Schedule
references herein are to Articles, Sections, and Schedules in the Three-Year
Credit Agreement; and all Paragraph references herein are to Paragraphs in this
Amendment.
RECITALS
A. The Borrowers, concurrently with the execution of the Three-Year
Credit Agreement, entered into that certain Amended and Restated 364-Day Credit
Agreement dated as of July 3, 2000, with Bank of America, N.A., as
administrative agent, The Chase Manhattan Bank and ABN AMRO Bank, N.V., as
co-syndication agents, National Westminster Bank Plc, as documentation agent,
and certain lenders from time to time party thereto (the "ORIGINAL 364-DAY
CREDIT AGREEMENT").
B. Concurrently herewith, the commitments of the lenders under the
Original 364-Day Credit Agreement are being terminated and the Original 364-Day
Credit Agreement is being replaced with a new 364-Day Credit Agreement among the
Borrowers, Bank of America, N.A., as administrative agent, and certain lenders
party thereto (the "NEW 364-DAY CREDIT AGREEMENT").
C. The Borrowers have requested that the Lenders amend certain
provisions of the Three-Year Credit Agreement to delete all references to the
Original 364-Day Credit Agreement, and, subject to the terms and conditions set
forth herein, the Lenders are willing to agree to such amendments.
Accordingly, for adequate and sufficient consideration, the parties
hereto hereby agree as follows:
PARAGRAPH 1 AMENDMENT.
(a) The definition of "Commitment Utilization Percentage" set forth in
SECTION 1.1 is hereby amended to read as follows:
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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"Commitment Utilization Percentage": on any day the percentage
equivalent to a fraction (a) the numerator of which is the sum of the
aggregate outstanding principal amount of the Loans, and (b) the
denominator of which is the sum of the aggregate Commitments (or, on
any day after termination of the Commitments pursuant to Section 7, the
aggregate Commitments in effect immediately preceding such
termination).
(b) The definition of "364-Day Credit Agreement" set forth in SECTION
1.1 is hereby deleted in its entirety.
(c) SECTION 1.2(e) is hereby deleted in its entirety.
(d) SECTION 2.5(a) is hereby amended to read as follows:
(a) The Borrowers shall have the right, upon not less than
five Business Days' written notice to the Administrative Agent, to
terminate the Commitments or, from time to time, to reduce the amount
thereof; provided, that no such termination or reduction shall be
permitted if, after giving effect thereto and to any prepayments of the
Loans made on the effective date thereof, the then outstanding
principal amount of the Loans would exceed the amount of the
Commitments then in effect. Any such reduction shall be in an amount of
$10,000,000, or a whole multiple of $5,000,000 in excess thereof, and
shall reduce permanently the amount of such Commitments then in effect.
(e) SECTION 2.6(c) is hereby deleted in its entirety.
(f) Footnote 2 to the Pricing Grid, and each reference thereto in the
Pricing Grid, is hereby deleted in its entirety.
PARAGRAPH 2 EFFECTIVE DATE. This Amendment shall be effective on the Effective
Date, subject to satisfaction of the following conditions on or before such
date: the Administrative Agent shall have received (a) counterparts of this
Amendment, executed by the Borrowers and the Required Lenders, and (b) evidence
that the New 364-Day Credit Agreement has been executed by the Borrowers and
Lenders party thereto and that the conditions to the effectiveness of the New
364-Day Credit Agreement set forth in SECTION 4.1 therein shall have been
satisfied.
PARAGRAPH 3 REPRESENTATIONS. As a material inducement to the Lenders to execute
and deliver this Amendment, the Borrowers each represent and warrant to the
Lenders (with the knowledge and intent that the Lenders are relying upon the
same in entering into this Amendment) that as of the Effective Date of this
Amendment and as of the date of execution of this Amendment, (a) all
representations and warranties in the Three-Year Credit Agreement, save and
except the representations and warranties stated in SECTION 3.5 thereof, are
true and correct in all material respects as though made on the date hereof, and
(b) no Event of Default or Default exists.
PARAGRAPH 4 FINANCIAL STATEMENTS; NO MATERIAL CHANGE.
(a) The consolidated balance sheets of Chevron ▇▇▇▇▇▇▇▇ Chemical
Company LLC as of December 31, 2000, and as of March 31, 2001, and the related
consolidated statements of operations, of members' capital and of cash flows for
the period July 1, 2000 (inception) through December 31, 2000, and for the
period January 1, 2001, through March 31, 2001, copies of which have been
presented to the Lenders, present fairly, in all material respects, the
financial position of the Borrowers and their Subsidiaries, taken as a whole, at
December 31, 2000 and March 31, 2001, respectively, and the results
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FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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of their operations and their cash flows for the period July 1, 2000 (inception)
through December 31, 2000, and January 1, 2001 through March 31, 2001,
respectively, in conformity with GAAP.
(b) Since March 31, 2001, as reflected in PARAGRAPH 4(a) above, there
has been no material adverse change in the business, consolidated financial
position or results of operations of the Borrowers and their Subsidiaries taken
as a whole.
PARAGRAPH 5 EXPENSES. The Borrowers, jointly and severally, shall pay all costs,
fees, and expenses paid or incurred by the Administrative Agent incident to this
Amendment, including, without limitation, the reasonable fees and expenses of
the Administrative Agent's counsel in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related
documents.
PARAGRAPH 6 MISCELLANEOUS. The provisions in SECTION 9 of the Three-Year Credit
Agreement are incorporated in this Amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice versa and words
of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this
Amendment must be construed, and its performance enforced, under New York law,
(d) if any part of this Amendment is for any reason found to be unenforceable,
all other portions of it nevertheless remain enforceable, and (e) this Amendment
may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
PARAGRAPH 7 ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 8 PARTIES. This Amendment binds and inures to the benefit of the
Borrowers, the Administrative Agent, the Co-Syndication Agents, the
Documentation Agent, the Lenders, and their respective successors and assigns.
PARAGRAPH 9 LIMITATIONS. Except as expressly modified hereby or by express
written amendments thereof, the terms and provisions of the Three-Year Credit
Agreement, and all other documents and instruments executed in connection
therewith, are and shall remain in full force and effect. In the event of a
conflict between the amendments set forth herein and any of the foregoing
documents, the terms of such this Amendment shall be controlling.
The parties hereto have executed this Amendment in multiple
counterparts to be effective as of the Effective Date.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.
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RESTATED THREE-YEAR CREDIT AGREEMENT
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CHEVRON ▇▇▇▇▇▇▇▇ CHEMICAL COMPANY LLC,
as a Borrower
By: /s/ ▇.▇. ▇▇▇▇▇
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▇.▇. ▇▇▇▇▇
Vice President and Treasurer
CHEVRON ▇▇▇▇▇▇▇▇ CHEMICAL COMPANY LP,
as a Borrower
By: /s/ ▇.▇. ▇▇▇▇▇
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▇.▇. ▇▇▇▇▇
Vice President and Treasurer
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RESTATED THREE-YEAR CREDIT AGREEMENT
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BANK OF AMERICA, N.A., as Administrative
Agent and a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇
Managing Director
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THE CHASE MANHATTAN BANK, as Co-Syndication
Agent and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
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RESTATED THREE-YEAR CREDIT AGREEMENT
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ABN AMRO BANK N.V., as Co-Syndication
Agent and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Group Vice President
By: /s/ ▇▇▇▇▇▇ Noique
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▇▇▇▇▇▇ Noique
Group Vice President
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RESTATED THREE-YEAR CREDIT AGREEMENT
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NATIONAL WESTMINSTER BANK PLC,
as Documentation Agent
and a Lender
By: NATIONAL WESTMINSTER BANK
PLC, NEW YORK BRANCH
By: /s/ ▇. ▇. Dundee
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▇▇▇▇▇▇▇▇ ▇. Dundee
Senior Vice President
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RESTATED THREE-YEAR CREDIT AGREEMENT
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THE BANK OF NEW YORK,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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RESTATED THREE-YEAR CREDIT AGREEMENT
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BARCLAYS BANK PLC,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Director
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RESTATED THREE-YEAR CREDIT AGREEMENT
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BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
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RESTATED THREE-YEAR CREDIT AGREEMENT
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CITIBANK, N.A.,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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THE FUJI BANK, LIMITED,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President & Manager
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RESTATED THREE-YEAR CREDIT AGREEMENT
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President, Houston Office
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RESTATED THREE-YEAR CREDIT AGREEMENT
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SUMITOMO MITSUI BANKING
CORPORATION (successor to THE
SUMITOMO BANK, LIMITED),
as a Lender
By: /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Senior Vice President
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Associate Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Associate Director
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IntesaBci-New York Branch,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice-President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Vice-President
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇.,
▇▇▇ ▇▇▇▇ BRANCH, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
First Vice President
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Lender
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇▇▇▇
VP & Manager
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BANK ONE, NA (Main Office - Chicago),
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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BANCA DI ROMA - CHICAGO BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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BANCA MONTE DEI PASCHI DI SIENA
S.P.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
First Vice President & Deputy G.M.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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BANCO DI NAPOLI S.P.A.,
as a Lender
By: /s/ Francesco Di Mario
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Francesco Di Mario
First Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Vice President
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SUNTRUST BANK,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
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RIYAD BANK, HOUSTON AGENCY,
As a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EVP & Executive Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President & Head of Marketing
FIRST AMENDMENT TO AMENDED AND
RESTATED THREE-YEAR CREDIT AGREEMENT
