EXHIBIT 4.8
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 3, 1996 (this "Amendment") to that
certain Credit Agreement dated as of November 19, 1993, as amended by Amendment
No. 1 dated as of October 14, 1994 (as so amended, the "Credit Agreement") among
ARCO Chemical Company, a Delaware corporation, the Banks party thereto and The
First National Bank of Chicago, as Agent for such Banks.
WHEREAS, the parties hereto desire to amend the Credit Agreement to, among
other things, (i) release each of Toronto Dominion (Texas), Inc., Credit Suisse
and Texas Commerce Bank National Association, (collectively, the "Withdrawing
Banks") from all of their respective rights and obligations as "Banks" under and
as defined in the Credit Agreement, (ii) add ABN AMRO Bank N.V., Deutsche Bank
AG and Rabobank Nederland (collectively, the "New Banks") as new Banks party to
the Credit Agreement, (iii) increase the respective Commitments under and as
defined in the Credit Agreement of certain other Banks (collectively, with the
New Banks, the "Increasing Banks") as herein provided, (iv) amend the facility
fee and interest rate payable under the Credit Agreement and (v) amend the
Credit Agreement in certain other respects;
NOW THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all capitalized
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terms used but not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.
2. Amendments. Upon the Closing Date (as defined in Section 6 of this
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Amendment) and effective as of the Effective Date (also as defined in Section 6
of this Amendment), the Credit Agreement shall be amended as follows:
(a) The definition of "Facility Fee Percentage" contained in Section 1.01
of the Credit Agreement shall be amended and restated in its entirety as
follows:
"Facility Fee Percentage" shall mean, with respect to each payment of
the facility fee pursuant to Section 2.08(b), the percentage rate per annum
set forth below opposite the ratings on the Borrower's senior unsecured
long-term public debt issued by both Xxxxx'x Investor Service, Inc. (or its
successor) and Standard & Poor's Corporation (or its successor) in effect
on the applicable date of determination:
Facility Fee
S & P Rating Xxxxx'x Rating Percentage
------------ -------------- ----------
A- or higher A3 or higher .075%
BBB+ Baa1 .10%
BBB Xxx0 .000%
XXX- Xxx0 .150%
Below BBB- Below Baa3 .20%
For each facility fee payment pursuant to Section 2.08(b) , the applicable
Facility Fee Percentage shall be determined as of the Quarterly Date, or
date of termination of the Commitments in their entirety, as the case may
be, which is five Domestic Business Days preceding the date such payment is
due pursuant to Section 2.08(b). In the event of a split rating, the
Borrower shall be entitled to the benefit of the higher rating, unless
either rating is below BBB- or Baa3 (in which case the lower rating shall
control). In the event that a rating is available from only one rating
agency, such rating shall control. In the event that a rating is not
available from either rating agency, the applicable Facility Fee Percentage
shall be .20%.
(b) The definition of "CD Reference Banks" contained in Section 1.01 of
the Credit Agreement shall be amended and restated in its entirety as follows:
"'CD Reference Banks' shall mean Bank of America NT & SA, The Chase
Manhattan Bank, N.A. and The First National Bank of Chicago, and each such
other bank as may be appointed pursuant to Section 9.07(f)."
(c) The definition of "Euro-Currency Reference Banks" contained in Section
1.01 of the Credit Agreement shall be amended and restated in its entirety as
follows:
"'Euro-Currency Reference Banks' shall mean the principal London
offices of Bank of America NT & SA, The Chase Manhattan Bank, N.A. and The
First National Bank of Chicago, and each such other bank as may be
appointed pursuant to Section 9.07(f)."
(d) The definition of "Syndicated Margin" contained in Section 1.01 of the
Credit Agreement shall be amended and restated in its entirety as follows:
"Syndicated Margin" shall mean, with respect to a Syndicated Loan
outstanding on the applicable date of determination, the applicable
Syndicated Margin set forth below (i) beneath the interest rate option
applicable to such Syndicated Loan and (ii) opposite the ratings on the
Borrower's senior unsecured long-term public debt issued
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by both Xxxxx'x Investor Service, Inc. (or its successor) and Standard &
Poor's Corporation (or its successor) in effect on such date of
determination:
S & P Rating Xxxxx'x Rating Euro-Currency Fixed CD Base Rate
------------- -------------- ------------- -------- ---------
A- or higher A3 or higher .15% .275% 0.0%
BBB+ Baa1 .20% .325% 0.0%
BBB Baa2 .225% .35% 0.0%
BBB- Baa3 .30% .425% 0.0%
Below BBB- Below Baa3 .45% .575% 0.0%
The rate of interest applicable to any outstanding Syndicated Loan shall
change simultaneously with, and to the extent that, the applicable
Syndicated Margin changes (as a result of a rating change). In the event
of a split rating, the Borrower shall be entitled to the benefit of the
higher rating, unless either rating is below BBB- or Baa3 (in which case
the lower rating shall control). In the event that a rating is available
from only one rating agency, such rating shall control. In the event that
a rating is not available from either rating agency, the applicable
Syndicated Margin shall be that which would be applicable in the case of a
rating below BBB- or Baa3.
(e) The definition of "Termination Date" contained in Section 1.01 of the
Credit Agreement shall be amended and restated in its entirety as follows:
"'Termination Date' shall mean April 3, 2001 or, if such day is not a
Euro-Currency Business Day, the next preceding Euro-Currency Business Day."
(f) The signature pages and Commitments set forth following Section 9.13
of the Credit Agreement shall be amended by (i) deleting the signature line and
Commitment amount for each of the Withdrawing Banks, (ii) adding a new signature
line and Commitment amount for each of the New Banks in the same form and
position as set forth for each such New Bank on the signature pages to this
Amendment and (iii) replacing the respective Commitment amounts set forth next
to the name of each Increasing Bank (other than the New Banks) with the
respective Commitment amount set forth next to the name of each such Increasing
Bank on the signature pages to this Amendment.
3. Release of Withdrawing Banks; Provision for Facility Fee Accrued
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Through Effective Date. Upon the Closing Date (as defined in Section 6 of this
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Amendment) and effective as of the Effective Date (also as defined in Section 6
of this Amendment), each of the Withdrawing Banks shall cease to have any rights
or obligations under the Credit Agreement and shall cease to be a "Bank" for all
purposes thereunder; provided, however, that to the extent that the facility fee
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payable pursuant to Section 2.08(b) of the Credit Agreement on April 8, 1996 has
accrued for the period prior to the Effective Date, such fee
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shall be promptly distributed by the Agent to each of the Withdrawing Banks
according to their respective Commitments as in effect prior to the Effective
Date and the Withdrawing Banks shall remain "Banks" party to the Credit
Agreement for the sole purpose of collecting said facility fee until such time
as such facility fee has been paid in full with respect to such period ending on
the Effective Date. Promptly upon the Closing Date, each Withdrawing Bank
hereby agrees to promptly xxxx "Cancelled" the Note held by it pursuant to the
Credit Agreement and return the same to the Agent (who shall promptly forward
the same to the Borrower).
4. Assumption by the New Banks. By its execution and delivery of this
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Amendment and in consideration of the undertakings set forth herein and in the
Credit Agreement and other good and valuable consideration, the receipt of which
is hereby acknowledged, each of the New Banks hereby assumes and covenants and
agrees fully, completely and timely to perform, comply with, and discharge each
and all of the obligations, duties, and liabilities of a Bank under the Credit
Agreement, which assumption includes, without limitation, the obligation to fund
its respective Commitment, subject to the terms and conditions of the Credit
Agreement. Each New Bank hereby agrees to be bound by all provisions relating
to Banks under and as defined in the Credit Agreement and shall, upon the
Closing Date and effective as of the Effective Date, be deemed a Bank for all
purposes hereunder and under the Credit Agreement.
5. Representations and Warranties. The Borrower hereby confirms,
------------------------------
reaffirms and restates as of the date hereof the representations and warranties
set forth in Article IV of the Credit Agreement except to the extent such
representations and warranties relate to a specific date, provided that such
representations and warranties shall be and hereby are amended as follows: each
reference therein to "this Agreement", including, without limitation, such a
reference included in the term "Bank Credit Documents", shall be deemed to be a
collective reference to the Credit Agreement, this Amendment and the Credit
Agreement as amended by this Amendment. An Event of Default under and as
defined in the Credit Agreement as amended by this Amendment shall be deemed to
have occurred if any representation or warranty made pursuant to the foregoing
sentence of this Section 5 shall be materially false as of the date on which
made or, to the extent such representations and warranties relate to a specific
date, as of such date.
6. Effectiveness; Additional Conditions Precedent. (a) This Amendment and
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the amendments to the Credit Agreement provided for herein shall become
effective as of April 3, 1996 (the "Effective Date") on the date, not later than
April 30, 1996, on which all of the following conditions precedent shall have
been satisfied (the "Closing Date"):
(i) This Amendment shall have been duly executed and delivered by
the Agent and the Borrower on one counterpart and each of the Banks
(including each of the Withdrawing Banks and each of the Increasing Banks)
shall have signed a
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counterpart or counterparts hereof and notified the Agent by facsimile or
telephone that such action has been taken and that such executed
counterpart or counterparts will be mailed or otherwise delivered to the
Agent.
(ii) No Default or Event of Default shall have occurred and be
continuing.
(iii) No Loans shall be outstanding on either the Effective Date or
the Closing Date, or on any date between the Effective Date and the Closing
Date.
(iv) The Borrower shall have duly executed and delivered to the Agent
(who shall promptly forward the same to the respective New Banks), for the
account of each New Bank, a Note payable to the order of such New Bank,
which new Note shall thereupon become the Note of such New Bank for all
purposes under the Credit Agreement.
(b) Upon the Closing Date and effective as of the Effective Date, all
references to the Credit Agreement in the conditions precedent to the initial
Borrowing set forth in Sections 3.01(i), (ii), and (iii) of the Credit Agreement
shall be deemed to refer to the Credit Agreement, this Amendment, and the Credit
Agreement as amended by this Amendment.
7. Effect on the Existing Agreement. Except as expressly amended hereby,
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all of the representations, warranties, terms, covenants and conditions of the
Credit Agreement and the other Bank Credit Documents (a) shall remain unaltered,
(b) shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms, and (c) are hereby ratified and
confirmed in all respects. Upon the effectiveness of this Amendment, all
references in the Credit Agreement (including references in the Credit Agreement
as amended by this Amendment) to "this Agreement" (and all indirect references
such as "hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Credit Agreement as amended by this Amendment.
8. Expenses. The Borrower shall reimburse the Agent for any and all
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reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent) paid or incurred by the Agent in
connection with the preparation, review, execution and delivery of this
Amendment.
9. Entire Agreement. This Amendment, the Credit Agreement as amended by
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this Amendment and the other Bank Credit Documents embody the entire agreement
and understanding between the parties hereto and supersede any and all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.
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10. Governing Law. This Amendment shall be construed in accordance with
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the internal laws (and not the law of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to a national banking association
located in the State of Illinois.
11. Counterparts. This Amendment may be executed in any number of
------------
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed effective as of the Effective Date.
THE BORROWER
ARCO CHEMICAL COMPANY
By /s/ X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Vice President, Treasury and Planning
Address for Notices:
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Attn: Manager of Banking
Telex No.: 99-0756
(answerback ARCO CHEM NS1)
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
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THE AGENT
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Title Corporate Banking Officer
---------------------------------
Address for Notices:
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Mail Suite 0464
Telex No.: 4330253 (answerback FNBCUI)
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
cc: W. Xxxxxx Xxxxx, III
Mail Suite 0363
Telex No.: 4330253 (answerback FNBCUI)
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
THE BANKS
Commitment
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$50,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Title Corporate Banking Officer
---------------------------------
$45,000,000 THE CHASE MANHATTAN BANK, N.A.
By [SIGNATURE APPEARS HERE]
------------------------------------
Title Vice President
---------------------------------
[NAME APPEARS HERE]
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$40,000,000 BANK OF AMERICA NT & SA
By [SIGNATURE APPEARS HERE]
----------------------------
Title MANAGING DIRECTOR
----------------------------
$35,000,000 CREDIT LYONNAIS
NEW YORK BRANCH
By [SIGNATURE APPEARS HERE]
----------------------------
Title
----------------------------
CREDIT LYONNAIS
CAYMAN ISLANDS BRANCH
By [SIGNATURE APPEARS HERE]
----------------------------
Title
----------------------------
$30,000,000 DEUTSCHE BANK AG
NEW YORK BRANCH
By [SIGNATURE APPEARS HERE] /s/ X. Xxxxxxxxxx
----------------------------
Title Vice President Vice President
----------------------------
DEUTSCHE BANK AG
CAYMAN ISLANDS BRANCH
By [SIGNATURE APPEARS HERE] /s/ X. Xxxxxxxxxx
----------------------------
Title Vice President Vice President
----------------------------
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$25,000,000 PNC BANK, NATIONAL ASSOCIATION
By [SIGNATURE APPEARS HERE]
-----------------------------
Title Banking Officer
-----------------------------
$15,000,000 ABN AMRO BANK N.V.
NEW YORK BRANCH
By /s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
-----------------------------
Title Xxxxxx X. Xxxxx, VP Xxxxx X. Xxxxx, AVP
-----------------------------
$15,000,000 BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By [SIGNATURE APPEARS HERE]
-----------------------------
Title Vice President
-----------------------------
$15,000,000 CITIBANK, N.A.
By [SIGNATURE APPEARS HERE]
-----------------------------
Title [NAME APPEARS HERE]
-----------------------------
Vice President
$15,000,000 CORESTATES BANK, N.A.
By [SIGNATURE APPEARS HERE]
-----------------------------
Title V P
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$15,000,000 COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By /s/ Xxxx X. Xxxxxxxx
--------------------------------
Title Xxxx X. Xxxxxxxx
-----------------------------
Vice President
By /s/ Xxx Xxxxx
--------------------------------
Title Xxx Xxxxx
-----------------------------
[TITLE APPEARS HERE]
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$300,000,000
THE WITHDRAWING BANKS
CREDIT SUISSE
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title Xxxxxx X. Xxxxxx
-----------------------------
MEMBER OF SENIOR
MANAGEMENT
By /s/ Xxxxxx X'Xxxxxxx Fox
--------------------------------
Title Xxxxxx X'Xxxxxxx Xxx
-----------------------------
MEMBER OF SENIOR
MANAGEMENT
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxx Xxxxxx
--------------------------------
Title VP
-----------------------------
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxx
--------------------------------
Title VICE PRESIDENT
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