CONFORMED COPY
THIRD AMENDMENT dated as of December 31, 1999 (this
"Amendment"), to the Credit Agreement dated as of July 26, 1996 (as
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among MILLENNIUM AMERICA INC., a Delaware
corporation referred to as "HAI" under the Credit Agreement
("Millennium America"); MILLENNIUM CHEMICALS INC., a Delaware
corporation, ("Millennium"), as Guarantor; the lenders from time to
time party thereto, initially consisting of those listed on Schedule
2.01 to the Credit Agreement (the "Lenders"); THE CHASE MANHATTAN
BANK, as Documentation Agent; and BANK OF AMERICA, N.A.,as
administrative agent (in such capacity, the "Administrative Agent").
A. The parties hereto have agreed, subject to the terms and conditions
hereof, to amend the Credit Agreement on the terms and subject to the conditions
provided herein.
B. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
SECTION 1. Amendment to Section 1.01 of the Credit Agreement. Section
1.01 of the Credit Agreement is hereby amended by:
(a) inserting, prior to the "." at the end of the definition of
"Indebtedness", the following:
", excluding, at any time when Millennium shall directly or indirectly own
the interest owned by it on the date hereof in Equistar, the Guarantee
(whether by HAI or any of its subsidiaries) of up to $750,000,000 of
Indebtedness of Equistar under the Equistar Credit Agreement (it being
agreed that HAI may cause any of its subsidiaries to assume its obligations
under such Guarantee)"
(b) inserting in the appropriate alphabetical order the following
definition:
"'Equistar Credit Agreement' shall mean the Amended and Restated Credit
Agreement dated as of November 25, 1997, as amended and restated February
5, 1999, and as further amended from time to time, among Equistar; HAI, as
Guarantor; the lenders party thereto; Bank of America, N.A., as servicing
Agent,
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documentation agent and administrative agent; and The Chase Manhattan Bank,
as syndication agent and administrative agent."
SECTION 2. Amendment to Article VI of the Credit Agreement. Article VI
of the Credit Agreement is hereby amended by adding the following as Section
6.12:
"SECTION 6.12. Restriction on Guarantees of Equistar. Enter into or
permit to exist any Guarantee of obligations of Equistar other than the
Guarantee (whether by HAI or any of its subsidiaries) of up to $750,000,000
of Indebtedness under the Equistar Credit Agreement, as such Guarantee is
in effect on the date hereof (it being agreed that HAI may cause any of
its subsidiaries to assume its obligations under such Guarantee)."
SECTION 3. Representations and Warranties. Millennium America and
Millennium hereby represent and warrant to the Lenders and the Administrative
Agent that on and as of the date hereof, and after giving effect to this
Amendment:
(a) This Amendment has been duly executed and delivered by Millennium
America and Millennium and constitutes a legal, valid and binding
obligation of Millennium America and Millennium enforceable against
Millennium America and Millennium in accordance with its terms.
(b) The representations and warranties of Millennium America or
Millennium, as the case may be, contained in the Credit Agreement and the
other Loan Documents are true and correct in all material respects.
(c) No Default or Event of Default has occurred and is continuing.
SECTION 4. Amendment Fee. Millennium America and Millennium agree to
pay to the Administrative Agent, for the account of each Lender that shall have
executed and delivered to the Administrative Agent a counterpart of this
Amendment on or prior to January 13, 2000, an amendment fee equal to .20% of
the Standby Commitment of such Lender, whether used or unused, on the date
hereof.
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SECTION 5. Effectiveness. This Amendment shall become effective as of
the date first set forth above and upon the Administrative Agent's receipt
of (a) duly executed counterparts of this Amendment which, when taken
together, bear the authorized signatures of Millennium America, Millennium
and the Required Lenders and (b) the Amendment Fees payable to the Lenders
under Section 4 above.
SECTION 6. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders under the Credit Agreement or any other Loan Document, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or
any other Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle Millennium America or Millennium to a 'consent to, or
a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract. Delivery of an
executed counterpart of a signature page by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL HE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Credit Agreement. Except as expressly amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof. As used in the Credit Agreement, the terms
"Agreement", "herein", "hereinafter", "hereunder", "hereto", and words of
similar import shall mean, from and after the date hereof, the Credit
Agreement as amended by this Amendment.
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SECTION 10. Expenses. Millennium America (and Millennium, as Guarantor)
shall pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, including the reasonable fees and
disbursements of Cravath, Swaine & Xxxxx, counsel to the Administrative
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
MILLENNIUM AMERICA INC.,
by /s/ Xxxxxxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President and Treasurer
MILLENNIUM CHEMICALS INC.,
by /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President and Treasurer
BANK OF AMERICA, N.A., individually and
as Administrative Agent,
by /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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THE CHASE MANHATTAN BANK,
individually and as Documentation
Agent,
by
/s/ Xxxxxxxx Xxxxxxx, Xx.
-------------------------------------
Name: Xxxxxxxx Xxxxxxx, Xx.
Title: Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH,
by
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
by
/s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Group Vice President
BBL INTERNATIONAL (V.R.) LIMITED,
by
--------------------------------------
Name:
Title:
by
--------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
by
/s/ Xxxxxxxx X.X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X.X. Xxxxxxx
Title: Vice President
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BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by
/s/ W.A. XxXxxxxx
------------------------------------
Name: W.A. XxXxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS,
by
/s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
by
/s/ Sophie Revillard Xxxxxxx
------------------------------------
Name: Sophie Revillard Xxxxxxx
Title: Vice President
PARIBAS,
by
/s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
by
/s/ Xxxxx X. March
-------------------------------------
Name: Xxxxx X. March
Title: Assistant Vice President
BARCLAYS BANK PLC,
by
/s/ L. Xxxxx Xxxxxx
-------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Director
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CIBC INC.,
by
/s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Director
CIBC World Markets Corp
As Agent
CITIBANK, N.A.,
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
COMMERZBANK AG, NEW YORK AND/OR GRAND
CAYMAN BRANCHES,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
by
/s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
CREDIT LYONNAIS UNITED KINGDOM CREDIT LYONNAIS NEW YORK BRANCH,
MAIN OFFICE,
by by
/s/ Xxxxx X. Xxxxxxxxx
----------------------------------- -----------------------------------
Name: Name: Xxxxx X. Xxxxxxxxx
Title: Title: Vice President
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CREDIT SUISSE,
by
/s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
by
/s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
BANKONE, N.A.,
by
/s/ Xxxxxx XxXxxxxx
-----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Assistant Vice President
FLEET BANK,
by
/s/ Xxxx X. X'Xxxxxxxx
-----------------------------------
Name: Xxxx X. X'Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Xxxxxxx Venture
-----------------------------------
' Name: Xxxxxxx Xxxxxxx
Title: Vice President & Manager
HSBC BANK USA,
by
/s/ X.X. Xxxxxx
-----------------------------------
Name: X.X. Xxxxxx
Title: Assistant Vice President
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THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY,
by
/s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
LLOYDS BANK PLC,
by
/s/ Windsor X. Xxxxxx
------------------------------------
Name: Windsor X. Xxxxxx
Title: Director, Corporate
Banking, USA D061
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director-Project Finance
(USA) X000
XXXXXX XXXX, X.X.,
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
by
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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NATIONAL WESTMINSTER BANK PLC, NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH,
by by
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxx
-------------------------------- -----------------------------------
Name: Xxxxx Xxxx Name: Xxxxx Xxxx
Title: Senior Vice President Title: Senior Vice President
PNC BANK, N.A.,
by
/s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
ROYAL BANK OF CANADA,
by
/s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Manager
THE SAKURA BANK, LIMITED,
by
/s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
XXX SANWA BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Xxxx-Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxx-Xxxxxx Xxxxxxx
Title: Vice President
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SOCIETE GENERALE,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Xxxxxx X Xxxxxxxxx Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
