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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 6, 2006 EQUISTAR CHEMICALS, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333-76473 76-0550481 (Commission File Number) (I.R.S. Employer Identification No.) 1221 McKinney Street, Suite 700, Houston, Texas 77010 (Address of principal executive offices) (Zip Code) (713) 652-7200 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) The descriptions set forth below are qualified in their entirety by the full text of the respective documents to which they refer, which documents are filed herewith. Item 1.01 Entry into a Material Definitive Agreement On December 6, 2006, Equistar Chemicals, LP. ( "Equistar") amended its Credit Agreement (the "Credit Agreement") dated as of December 17, 2003, among Equistar, the subsidiaries of Equistar parties thereto, the lenders party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentations agents, Citicorp USA, Inc. and Bank of America, N.A. as co-collateral agents, and Citicorp USA, Inc. as administrative agent. The amendment enables Equistar to enter into new accounts receivable sales facilities by selling certain receivables to third parties or specified Equistar bankruptcy-remote subsidiaries. The amendment to the Credit Agreement is being filed with this Current Report on Form 8-K as Exhibit 4.2(c). Item 9.01 Financial Statements and Exhibits (c) Exhibits 4.2(c) Amendment No. 3 dated as of December 6, 2006 to Credit Agreement dated as of December 17, 2003 among Equistar Chemicals, LP, the subsidiaries of Equistar Chemicals, LP parties thereto, the lenders party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentations agents, Citicorp USA, Inc. and Bank of America, N.A. as co-collateral agents, and Citicorp USA, Inc. as administrative agent SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUISTAR CHEMICALS, LP By:/s/ Kerry A. Galvin Name: Kerry A. Galvin Title: Senior Vice President and General Counsel Date: December 7, 2006 INDEX TO EXHIBITS Exhibit Number Description 4.2(c) Amendment No. 3 dated as of December 6, 2005 to Credit Agreement dated as of December 17, 2003 among Equistar Chemicals, LP, the subsidiaries of Equistar Chemicals, LP parties thereto, the lenders party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentations agents, Citicorp USA, Inc. and Bank of America, N.A. as co-collateral agents, and Citicorp USA, Inc. as administrative agent Exhibit 4.2(c) AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of December 06, 2006 to the Credit Agreement dated as of December 17, 2003 (as heretofore amended, the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent") and the other AGENTS party thereto. The parties hereto agree as follows: Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Section 2. Amendment to Credit Agreement. Section 6.03(d) of the Credit Agreement is hereby amended to read as follows: (d) Enter into a Securitization Transaction other than the Securitization Facility; provided that Equistar and its Subsidiaries may sell to (i) a Subsidiary which is a special purpose entity formed solely to facilitate a sale to a third party or (ii) any other Person which is not Equistar or a Subsidiary of Equistar (any such permitted purchaser, a "Permitted Purchaser") accounts receivables which are elected to be excluded from the Securitization Facility as contemplated by the RSA Agreement, as amended, and subject to the limitations imposed thereby, whether or not such sales constitute a Securitization Transaction ("Excluded Obligor Sales"); provided further that each Excluded Obligor Sale shall be made without recourse except to the extent that Equistar or its Subsidiaries are liable for the representations, warranties and covenants made in connection with such Excluded Obligor Sale. Section 3. Consent to Amendment of Security Agreement. The Lenders hereby consent to an amendment to the Security Agreement whereby: "Transferred Receivables" means any Receivables that have been sold, contributed or otherwise transferred to (i) Equistar Receivables in connection with the Securitization Facility or (ii) a Permitted Purchaser in connection with an Excluded Obligor Sale. Section 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date. Section 5. Governing Law. This Amendment shall be governed by and construed 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, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 7. Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") when the Administrative Agent shall have received counterparts hereof signed by Lenders comprising the Required Lenders and the Borrowers' Agent (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party). IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. EQUISTAR CHEMICALS, LP By: /s/ Karen A. Twitchell Name: Karen A. Twitchell Title: Vice President and Treasurer
CITICORP USA, INC., as Administrative Agent |
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By: |
/s/ David Jaffe |
Name: David Jaffe |
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Title: Director Vice President |
Allied Irish Bank, p.l.c. |
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By: |
/s/ Martin Chin |
Name: Martin Chin |
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Title: Senior Vice President |
Allied Irish Bank, p.l.c. |
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By: |
/s/ Eanna Mulkere |
Name: Eanna Mulkere |
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Title: Assistant Vice President |
REGIONS BANK (AMSOUTH BANK IS NOW REGIONS BANK) |
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By: |
/s/ Bruce Kasper |
Name: Bruce Kasper |
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Title: Attorney in Fact |
BANK OF AMERICA |
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By: |
/s/ Stephen J. King |
Name: Stephen J. King |
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Title: Vice President |
Calyon New York Branch |
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By: |
/s/ Page Dillehunt |
Name: Page Dillehunt |
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Title: Managing Director |
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/s/ Michael Willis |
Name: Michael Willis |
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Title: Director |
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender |
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By: |
/s/ Andrew Kjoller |
Name: Andrew Kjoller |
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Title: Vice President |
By: |
/s/ Janet Lee |
Name: Janet Lee |
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Title: Assistant Treasurer |
WACHOVIA BANK |
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By: |
/s/ M. Galovic |
Name: M. Galovic |
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Title: Vice President |
CREDIT SUISSE, Cayman Islands Branch |
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By: |
/s/ Thomas Cantello |
Name: Thomas Cantello |
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Title: Vice President |
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/s/ Shaheen Malik |
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/s/ Allison P. Trapp |
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Title: Duly Authorized Signatory |
GMAC COMMERCIAL FINANCE LLC |
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By: |
/s/ Robert F. McIntrye |
Name: Robert F. McIntrye |
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Title: Director |
JPMORGAN CHASE BANK, N.A. |
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By: |
/s/ Stacey Haimes |
Name: Stacey Haimes |
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Title: Vice President |
LASALLE BUSINESS CREDIT, LLC |
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/s/ Jason T. Sylvester |
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Title: Vice President |
MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc. |
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/s/ James Betz |
Name: James Betz |
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Title: VP |
RZB Finance LLC |
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/s/ Pamela E. Flynn |
Name: Pamela E. Flynn |
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Title: Vice President |
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/s/ Griselda Alvizo |
Name: Griselda Alvizo |
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Title: Vice President |
UBS LOAN FINANCE LLC |
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By: |
/s/ Richard L. Tavrow |
Name: Richard L. Tavrow |
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Title: Director |
By: |
/s/ Irja R. Otsa |
Name: Irja R. Otsa |
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Title: Associate Director |
UPS CAPITAL CORPORATION |
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By: |
/s/ John P. Holloway |
Name: John P. Holloway |
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Title: Director of Portfolio Management |
Wells Fargo Foothill, LLC |
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By: |
/s/ Patrick McCormack |
Name: Patrick McCormack |
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Title: Vice President |
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