EXHIBIT 4
CONSENT AND AMENDMENT AGREEMENT
Dated December 31, 1996
The parties to this Agreement are Xxxxx Xxxxxx Corporation
("Xxxxx Corona") and Xxxxxx Natural Resources Company ("HNR"). In
connection with the Stockholders Agreement dated as of June 2, 1989
(the "Stockholders Agreement") between Xxxxx Corona and HNR, it is
agreed as follows:
1. Xxxxx Xxxxxx hereby consents to the assignment by HNR of
HNR's rights and obligations under the Stockholders Agreement to MHC
Inc. ("MHC"), a Delaware corporation ("MHC").
2. HNR hereby represents and warrants that, on the date HNR
assigns, such rights and obligations to MHC, MHC will be wholly-owned,
indirectly, by Millennium Chemicals Inc.
3. Upon written notification by HNR to Xxxxx Corona that
the assignment has been completed, the Stockholders Agreement is
hereby amended so that all references in the Stockholders Agreement to
HNR shall constitute references to MHC. The notification shall state
the effective date of the assignment, and the amendment provided for
in this Section 3 shall be deemed effective as of such date.
4. Except as provided herein, the terms of the Stockholders
Agreement shall continue in full force and effect. This Agreement
shall not be deemed to release HNR from any continuing obligations
under the Stockholders Agreement.
5. HNR and Xxxxx Xxxxxx agree that such transfer shall not
prejudice the rights of Xxxxx Corona's Debtors and their estates to
assert any avoidance actions they may have against HNR with respect to
any distributions or dividends received by HNR prior to the
commencement of the Debtors' Chapter 11 cases.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first set forth above.
XXXXX XXXXXX CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
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XXXXXX NATURAL RESOURCES COMPANY
By: /s/ Xxxx Xxxxxxx
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