Exhibit 4.4(a)
AMENDMENT NO. 1
This Amendment No. 1 dated as of April 30, 2003 ("Amendment") is among
LYONDELL-CITGO Refining LP, a Delaware limited partnership (the "Borrower"), and
the lenders listed on the signature pages to this Amendment ("Lenders").
Subject to the terms of this Amendment, the Borrower and the Lenders
executing this Amendment hereby agree as follows:
INTRODUCTION
A. The Borrower, Credit Suisse First Boston, as administrative agent for
the Lenders ("Agent"), and the Lenders are parties to the Revolving Credit
Agreement dated as of December 10, 2002 (the "Credit Agreement").
B. When calculating Consolidated Net Worth, the Borrower and the Lenders
intended that, if the amount of distributions required to be paid under Section
7.4(A) of the Partnership Agreement is less than distributions payable to
partners (as indicated on the Company's balance sheet) as of the date of any
balance sheet, then the amount of distributions payable to partners is limited
to the amount of distributions required to be paid on such date.
C. Therefore, neither the Borrower nor the Lenders intended that PDVSA's
delayed billing for crude oil deliveries to the Borrower would result in an
increase in distributions payable to partners and a corresponding reduction in
net worth for purposes of determining Consolidated Net Worth.
D. Solely for the purposes of avoiding doubt and clarifying the intent of
the parties as described in the foregoing paragraphs B and C, the Borrower and
the Lenders desire to enter into this Amendment.
Section 1. Definitions. Unless otherwise defined in this Amendment, terms
used in this Amendment which are defined in the Credit Agreement shall have the
meanings assigned to such terms in the Credit Agreement.
Section 2. Amendment. Section 1.01 of the Credit Agreement is amended by
substituting the following for the last sentence in the definition of
"Consolidated Net Worth":
When calculating Consolidated Net Worth, if the amount of distributions
required to be paid under Section 7.4(A) of the Partnership Agreement as of
the date of any balance sheet is less than distributions payable to
partners (as indicated on the Borrower's balance sheet) as of the date of
such balance sheet, then the amount of distributions payable to partners
included in the liabilities of the Borrower as of such date shall be
limited to the amount of distributions required to be paid under Section
7.4(A) of the Partnership Agreement as of such date.
Section 3. Effectiveness. This Amendment shall become effective as of the
date of this Amendment, and the Credit Agreement shall be amended as provided in
this Amendment,
when (a) the Borrower shall have delivered duly and validly executed originals
of this Amendment to the Agent, (b) the Required Lenders shall have executed and
delivered this Amendment to the Agent and the Borrower, and (c) the Borrower
shall have paid to the Agent for the ratable benefit of the Lenders any work
fees payable in connection with this Amendment.
Section 4. Effect on Loan Documents.
(a) Except as amended herein, the Credit Agreement and the Loan Documents
remain in full force and effect as originally executed. Nothing herein shall act
as a waiver of any of the Agent's or Lenders' rights under the Loan Documents,
as amended.
(b) This Amendment is a Loan Document for the purposes of the provisions of
the other Loan Documents.
Section 5. Choice of Law. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original.
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EXECUTED to be effective as of the date first above written.
LYONDELL-CITGO REFINING LP
By: \s\ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President, General Manager,
Planning and Administration
CREDIT SUISSE FIRST BOSTON
By: \s\ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Managing Director
By: \s\ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Director
BANK OF AMERICA, N.A.
By: \s\ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
WESTLB AG, NEW YORK BRANCH
By: \s\ Xxxxxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Managing Director, Credit Department
By: \s\ Xxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Associate Director
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SUNTRUST BANK
By: \s\ Xxxx-Xxxxxxxx Xxxxx
--------------------------------------
Name: Xxxx-Xxxxxxxx Xxxxx
Title: Vice President
FORTIS CAPITAL CORP
By: \s\ Xxxxxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
By: \s\ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BANK OF OKLAHOMA N.A.
By: \s\ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By: \s\ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA
By: \s\ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Agent
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CREDIT LYONNAIS NEW YORK BRANCH
By: \s\ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
ARAB BANKING CORPORATION
By: \s\ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Deputy General Manager
BANK OF SCOTLAND
By: \s\ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
BANK ONE, NA
By: \s\ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Director
JPMORGAN CHASE BANK
By: \s\ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Managing Director
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ALLIED IRISH BANKS PLC
By: \s\ Xxxxxx Xxxx
--------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
By: \s\ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
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