EXHIBIT 4.6(c)
CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT
dated as of January 27, 1997
LYONDELL-CITGO REFINING COMPANY LTD., a Texas limited liability
company (the "Borrower"), the LENDERS listed on the signature pages hereof and
any Lender hereafter becoming a party to the below-mentioned Agreement in
accordance with the provisions thereof, ABN AMRO BANK N.V., THE BANK OF NOVA
SCOTIA, CREDIT LYONNAIS, THE FIRST NATIONAL BANK OF CHICAGO and THE INDUSTRIAL
BANK OF JAPAN, LTD., as Co-Agents, and THE BANK OF NEW YORK, as Agent and as
Issuer, agree to this Consent and Third Amendment (this "Amendment"), dated as
of January 27, 1997 (the "Amendment Date"), to the Credit Agreement, dated as of
May 5, 1995, among the Borrower, the Lenders parties thereto, such Co-Agents and
such Agent and Issuer, as previously amended (the "Agreement"; capitalized terms
used but not otherwise defined herein having the meanings assigned to them in
the Agreement, and references herein to Sections being references to Sections of
the Agreement unless indicated otherwise), as follows:
Section 1. Consent. Section 6.3 of the Regulations may be amended
substantially as set forth in Exhibit A attached hereto by appropriate Owners
Committee Action, subject to the Consent and Third Amendment to Revolving Credit
Agreement of even date herewith, which amends the Revolving Credit Agreement,
becoming effective in accordance with the terms thereof. Pursuant to Section
6.01(d)(iv)(A), the Borrower will furnish to the Agent a copy of that amendment
to Section 6.3 of the Regulations within five Business Days after the effective
date thereof.
Section 2. Amendments. Subject to the terms and provisions herein
set forth, effective as of the Amendment Date, the Agreement hereby is amended
in the following respects:
(a) Section 7.06(d)(i) of the Agreement is hereby amended in its
entirety, as follows:
(i) if such Indebtedness is owing to LRC pursuant to Section
6.4.(D) of the Regulations or to CRIC pursuant to Section 6.3 of the
Regulations, the Borrower may make scheduled payments of interest thereon
so long as no Event of Default exists or would exist after giving effect to
any such payment;
(b) Section 7.06(d)(ii) of the Agreement is hereby amended in its
entirety, as follows:
(ii) if such Indebtedness is Affiliate Indebtedness of the
Borrower not owing to LRC pursuant to Section 6.4.(D) of the Regulations or
to CRIC pursuant to Section 6.3 of the Regulations, the Borrower may make
scheduled payments of interest thereon when due in accordance with its
terms (including terms of subordination); and
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(c) The definition of "Owner Refinery Expansion Project Investments"
is hereby amended in its entirety, as follows:
"Owner Refinery Expansion Project Investments" means the funds
Section 6.3 of the Regulations requires CRIC and LRC to provide to the
Borrower for the Refinery Expansion Project.
Section 3. Fees and Expenses. The Borrower agrees to pay to the
Agent for the account of counsel to the Agent all reasonable fees and expenses
of such counsel in connection with this Amendment.
Section 4. Effect of Consent and Amendments. Except for the
consent and amendments evidenced hereby, the Agreement and other Loan Documents
remain in full force and effect, and the Agreement, as amended hereby, and the
other Loan Documents are hereby ratified and confirmed by the Borrower. The
consent evidenced hereby is limited to the matter specifically addressed herein
and is not effective for any other purpose. The execution and delivery of this
Amendment shall not, except as specifically set forth herein, operate as an
amendment or waiver of compliance by the Borrower with respect to any other
provision or condition of the Agreement, as amended hereby, or any other Loan
Document, or of any right, power or remedy of the Agent, any Co-Agent, any
Lender or the Issuer under the Agreement, as amended hereby, or any other Loan
Document, or prejudice any right or remedy that the Agent, any Co-Agent, any
Lender or the Issuer may now have or may have in the future with respect to any
Default, or otherwise, under or in connection with the Agreement, as amended
hereby, or any other Loan Document.
Section 5. Conditions to Effectiveness. The effectiveness of the
consent and amendments made by this Amendment to the Agreement is subject to
its execution by the Agent and the Agent's receipt of (a) counterparts of this
Amendment signed by the Borrower and the Required Lenders and (b) each of the
following, in form and substance reasonably satisfactory to the Agent: (i) a
copy, certified by the Secretary of the Borrower under date of the Amendment
Date, of the resolutions adopted by Owners Committee Action taken by the Owners
Committee in accordance with the applicable requirements of the Regulations to
authorize the execution and delivery of this Amendment; (ii) a certificate of a
Responsible Officer, dated the Amendment Date, to the effect that on and as of
the Amendment Date, after giving effect to this Amendment, (A) the
representations and warranties set forth in Article V of the Agreement (other
than in Section 5.06(a)(ii)) are true and correct in all material respects
(unless made as of a specific date as set forth in that Article) and (B) no
Default exists; and (iii) an opinion of the general counsel of the Borrower,
dated the Amendment Date, to the effect that this Amendment has been duly
authorized by Owners Committee Action and validly executed and delivered by the
Borrower. Notwithstanding the foregoing, this Amendment will be nullified and
of no further force or effect if the Owners Commitee fails to take Owners
Committee Action amending Section 6.3 of the Regulations consistent with the
consent granted hereby on or before February 7, 1997.
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Section 6. Miscellaneous. This Amendment is governed by the terms
and other provisions of Sections 1.02, 1.03, 10.05, 10.07, 10.10 (the first
sentence thereof) and 10.12 as if this Amendment were the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers all as of the
Amendment Date.
LYONDELL-CITGO REFINING COMPANY LTD.
By: /s/ D. Lyndon James
--------------------------------------
Name: D. Lyndon James
Title: Vice President and Controller
THE BANK OF NEW YORK,
As Agent, as Issuer and as a Lender
By: /s/ Raymond J. Palmer
-------------------------------------
Name: Raymond J. Palmer
--------------------------------
Title: Vice President
-------------------------------
OTHER LENDERS:
By: ABN AMRO North America, Inc., as agent
By: /s/ Robert Cunningham
-------------------------------------
Name: Robert Cunningham
--------------------------------
Title: Vice President & Director
-------------------------------
By: /s/ H. Gene Shiels
-------------------------------------
Name: H. Gene Shiels
--------------------------------
Title: Vice President & Director
-------------------------------
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THE BANK OF NOVA SCOTIA
By: /s/ M.D. Smith
-------------------------------------
Name: M.D. Smith
--------------------------------
Title: Agent
-------------------------------
BANK POLSKA KASA OPIEKI, S.A.
By: /s/ William A. Shea
-------------------------------------
Name: William A. Shea
--------------------------------
Title: Vice President
-------------------------------
Senior Lending Officer
-------------------------------
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By: /s/ John L. Stacy
-------------------------------------
Name: John L. Stacy
--------------------------------
Title: Vice President
-------------------------------
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ David Bouhl
-------------------------------------
Name: David Bouhl, F.V.P.
--------------------------------
Title: Head of Corporate Banking Chicago
-------------------------------
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COBANK, ACB
By: /s/ James M. Papai
-------------------------------------
Name: James M. Papai
--------------------------------
Title: Vice President
-------------------------------
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Pascal Poupelle
-------------------------------------
Name: Pascal Poupelle
--------------------------------
Title: Authorized Signature
-------------------------------
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By: /s/ Lawrence H. Siegel
-------------------------------------
Name: Lawrence H. Siegel
--------------------------------
Title: Vice President
-------------------------------
By: /s/ Karen A. Brinkman
-------------------------------------
Name: Karen A. Brinkman
--------------------------------
Title: Vice President
-------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Leo Loughead
-------------------------------------
Name: Leo Loughead
--------------------------------
Title: Corporate Banking Officer
-------------------------------
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THE INDUSTRIAL BANK OF JAPAN, LTD.
New York Branch
By: /s/ Kazutoshi Kuwahara
-------------------------------------
Name: Kazutoshi Kuwahara
--------------------------------
Title: Executive Vice President, Houston Office
-------------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ W. Keith Buchanan
-------------------------------------
Name: W. Keith Buchanan
--------------------------------
Title: V.P.
-------------------------------
THE NIPPON CREDIT BANK, LTD.
NEW YORK BRANCH
By: /s/ Yoshihide Watanabe
-------------------------------------
Name: Yoshihide Watanabe
--------------------------------
Title: Vice President & Manager
-------------------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Thomas K. Grundman
-------------------------------------
Name: Thomas K. Grundman
--------------------------------
Title: Senior Vice President
-------------------------------
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ROYAL BANK OF CANADA
By: /s/ J.D. Frost
-------------------------------------
Name: J.D. Frost
--------------------------------
Title: Senior Manager
-------------------------------
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Elizabeth W. Hunter
-------------------------------------
Name: Elizabeth W. Hunter
--------------------------------
Title: Vice President
-------------------------------
THE TOYO TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By: /s/ Takashi Mikumo
-------------------------------------
Name: Takashi Mikumo
--------------------------------
Title: Vice President
-------------------------------
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WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK AND CAYMAN
ISLANDS BRANCHES
By: /s/ Richard R. Newman
-------------------------------------
Name: Richard R. Newman
--------------------------------
Title: Vice President
-------------------------------
By: /s/ Thomas Lee
-------------------------------------
Name: Thomas Lee
--------------------------------
Title: Associate
-------------------------------
THE YASUDA TRUST AND BANKING COMPANY, LTD.
NEW YORK BRANCH
By: /s/ Makoto Tagawa
-------------------------------------
Name: Makoto Tagawa
--------------------------------
Title: Deputy General Manager
-------------------------------
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EXHIBIT A
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY REGULATIONS OF
LYONDELL-CITGO REFINING COMPANY LTD
Amendment No. 3 (the "Amendment") to the Amended and Restated Limited
Liability Company Regulations (the "Regulations") of LYONDELL-CITGO Refining
Company Ltd. (the "Company") is effective, by unanimous written consent of the
Representatives of the Owners Committee in accordance with Section 3.4.(E) of
the Regulations, as of January __, 1997. All terms defined in the Regulations
are used herein with the meanings provided in the Regulations.
1. Section 6.3. of the Regulations is hereby amended to read hereafter
in its entirety as follows:
6.3. Additional Refinery Expansion Project Funding. In the event that
additional funds are required under Section 10 for the Refinery
Expansion Project, then in any such event such funds shall be
provided equally by the Owners unless otherwise mutually agreed.
Except as provided hereinbelow, the amounts to be funded by COwner
shall be funded with capital contributions and the amounts to be
funded by LOwner shall be funded by LOwner loans, as provided in
Section 6.4.(D). The amounts in excess of the Cost Ceiling to be
funded by COwner shall be funded (i) with capital contributions up
to $25,000,000 and (ii) for any amounts required beyond
$25,000,000, at COwner's option, either capital contributions or
COwner loans (the terms of which shall be, subject to Section
13.11, as set forth on Exhibit 6.4.(D).
2. Except as set forth above, the Regulations remain unmodified, and
as amended above, the Regulations remain in full force and effect.
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