-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXjlVQNv7TK9BOmGMg3NHpdX+Pbu5QWykuX90OxM/lR6oiwsTSsy/OIF9S32v20E KNCistNEGz8ub3qxpY/efQ== 0000899243-99-000752.txt : 19990420 0000899243-99-000752.hdr.sgml : 19990420 ACCESSION NUMBER: 0000899243-99-000752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990401 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL CHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10145 FILM NUMBER: 99596540 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136527200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: LYONDELL PETROCHEMICAL CO DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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): April 1, 1999. LYONDELL CHEMICAL COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-10145 95-4160558 (Commission File Number) (I.R.S. Employer Identification No.) 1221 McKINNEY STREET ONE HOUSTON CENTER, SUITE 1600 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) -1- ITEM 5. OTHER EVENTS. On April 1, 1999 and April 16, 1999, Lyondell Chemical Company ("Lyondell") and its lenders agreed to amend certain provisions of its credit facility. The effectiveness of the credit facility amendments is conditioned upon, among other things, the issuance by Lyondell of (1) not less than $350 million in gross proceeds (total cash proceeds before discounts, commissions and expenses) of common stock, (2) not less than $500 million in gross proceeds of senior subordinated debt securities, and (3) senior secured debt securities in the amount of not less than $1 billion in gross proceeds less the proceeds from the issuance of senior subordinated debt securities referred to in clause (2) above. The text of each of the credit facility amendments is filed as an exhibit to this Current Report on Form 8-K. In a press release dated April 12, 1999, Lyondell announced its intention during the second quarter of 1999 to (1) raise $2.25 billion or more in debt, including through a private offering of senior secured and senior subordinated notes to qualified institutional buyers, (2) sell 35 million shares of its common stock in an underwritten public offering, and (3) seek commitments for a new tranche under its existing credit facility. The text of the press release is filed as an exhibit to this Current Report on Form 8-K. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Document ------- -------- 1.1 -- Amendment No. 1 to Credit Agreement dated as of April 1, 1999 among Lyondell Chemical Company, the Lenders party thereto, Morgan Guaranty Trust Company of New York, as Administrative Agent, DLJ Capital Funding, Inc., as Syndication Agent, and Bank of America National Trust and Savings Association, Citibank N.A., The Chase Manhattan Bank and Nationsbank, N.A., as Documentation Agents. 1.2 -- Amendment and Restatement of Credit Agreement dated as of April 16, 1999 among Lyondell Chemical Company, the Lenders party thereto, Morgan Guaranty Trust Company of New York, as Administrative Agent, DLJ Capital Funding, Inc., as Syndication Agent, and Bank of America National Trust and Savings Association, Citibank, N.A., The Chase Manhattan Bank and Nationsbank, N.A., as Documentation Agents. 99.1 -- Press Release of Lyondell Chemical Company, dated April 12, 1999. -3- 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. LYONDELL CHEMICAL COMPANY By: /s/ Edward W. Rich ----------------------------- Edward W. Rich Vice President, Finance and Treasurer Date: April 19, 1999 -4- EX-1.1 2 AMENDMENT TO CREDIT FACILITY AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT No. 1 dated as of April 1, 1999 to the Credit Agreement dated as of July 23, 1998 (the "Credit Agreement") among LYONDELL CHEMICAL COMPANY (formerly named LYONDELL PETROCHEMICAL COMPANY), the LENDERS party thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent, DLJ CAPITAL FUNDING, INC. as Syndication Agent, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, CITIBANK, N.A., THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as Documentation Agents. 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 of Section 1.01. (a) The following new definitions are added in alphabetical order to Section 1.01 of the Credit Agreement: "Acquiring Person" has the meaning set forth in Section 5.22. "Amendment 1 Effective Date" means the date on which Amendment No. 1 dated as of April 1, 1999 to this Agreement becomes effective in accordance with its terms. "ARCO Notes" means the 9.9% Debentures Due November 1, 2000 issued by ARCO Chemical in the aggregate principal amount of $200,000,000. "ARCO Notes Refinancing" means any issuance for cash proceeds by the Borrower of any debt security, any equity security or any Equity Equivalent, but only to the extent that (i) such issuance is consummated on or after the Partial Term Loans Payout Date, (ii) the proceeds thereof are applied by the Borrower to repay the ARCO Notes (including interest and premium, if any, thereon), or are deposited in an escrow account from which such cash proceeds may be withdrawn only to make such repayment (or to redeem such refinancing security) and (iii) any such debt security requires no scheduled payment of principal prior to July 1, 2006. "Asset Sale Lien" has the meaning set forth in Section 5.22. "Junior Securities" means (i) securities the issuance of which gives rise to an Equity Issuance and (ii) New Senior Subordinated Notes. "LCR Partnership Agreement" means the Limited Partnership Agreement of LCR dated December 31, 1998. "Lyondell TDI" means Lyondell Chimie France TDI, a French limited partnership and a wholly-owned Subsidiary of the Borrower. "Major Asset Sale" has the meaning set forth in Section 5.22. "New Collateral Documents" means the instruments set forth in Schedule 3.01. "New Senior Notes" means unsecured notes of the Borrower which (i) mature no earlier than the seventh anniversary of their date of issuance, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which Guarantee shall provide that it terminates automatically upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor) and (iii) contain otherwise substantially the terms and conditions contemplated by the form of senior note indenture delivered to the Administrative Agent prior to the Amendment 1 Effective Date. "New Senior Subordinated Notes" means unsecured notes of the Borrower which (i) mature no earlier than the seventh anniversary of their date of issuance, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which Guarantee shall provide that it terminates automatically upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor), (iii) are subordinated (and the Guarantees of which are subordinated) to the obligations of the Borrower (and any applicable Subsidiary Guarantor) to the Lenders pursuant to subordination provisions no less favorable to the Lenders than those set forth in the form of senior subordinated note indenture delivered to the Administrative Agent prior to the Amendment 1 Effective Date and (iv) contain other terms and conditions no less favorable to the Borrower and the Lenders than those contemplated by such form of indenture. 2 "Partial Term Loans Payout Date" means the first date on which all Term Loans-C and Term Loans-D (including all interest and fees accrued thereon) have been repaid in full. "Rhodia" means Rhodia S.A., a French company and the successor in interest to Rhone-Poulenc Chemie S.A. under the TDI Agreements. "Rhodia TDI Plant" means the manufacturing facilities for the production of toluene diisocyanate, currently owned by Rhodia and located at Pont-de-Claix, France. "Special Purpose Subsidiary" means a Subsidiary formed solely for the purpose of, and whose activities consist solely of, engaging in a Securitization Transaction or the issuance of an Equity Equivalent. "Subject Assets" has the meaning set forth in Section 5.22. "Subject Assets Transferee" has the meaning set forth in Section 5.22. "TDI Agreements" means (i) the Share Purchase Agreement dated as of January 23, 1995 between ARCO Chemical Europe Inc. and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time, (ii) the Processing Agreement dated as of January 23, 1995 between ARCO Chemical Chemie TDI and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time, and (iii) the TDI License. "TDI Assets" means (i) all of the rights of ARCO Chemical Europe Inc., ARCO Chemical Chemie TDI, ARCO Chemical Technology LP and their respective successors under the TDI Agreements, and (ii) all of Lyondell TDI's customer lists relating to the Rhodia TDI Plant. "TDI License" means the TDI Technology Agreement dated as of January 23, 1995 between ARCO Chemical Technology LP and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time. "Voting Control" means with respect to any security the right to exercise, or to direct the exercise of, the voting rights of a holder of such security; provided that a Person shall not be deemed to have Voting Control of shares of common stock of the Borrower if such Person is or such shares are subject to a valid contract arrangement whereby such shares are voted as directed by the board of 3 directors of the Borrower and/or in the same proportions as all other shares of common stock of the Borrower are voted. (b) The definition of "Adjusted EBITDA" set forth in Section 1.01 of the Credit Agreement is amended by (i) adding after the phrase "in connection with the Acquisition" in clause (i) thereof the phrase "and subsequent Asset Sales" and (ii) adding after the phrase "Borrower Joint Ventures" in clause (ii) thereof the phrase "and non-wholly owned Subject Assets Transferees." (c) The definition of "ARCO Chemical" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "ARCO Chemical" means Lyondell Chemical Worldwide, Inc., a Delaware corporation and the surviving corporation in the Merger (formerly named ARCO Chemical Company). (d) The definition of "Asset Sale" set forth in Section 1.01 of the Credit Agreement is amended by adding after the phrase "whether or not involving a capital lease," the phrase "including any Major Asset Sale." (e) The definition of "Borrower" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Borrower" means Lyondell Chemical Company (formerly named Lyondell Petrochemical Company), a Delaware corporation, and its successors. (f) The definition of "Borrower's 1997 Form 10-K" set forth in Section 1.01 of the Credit Agreement is deleted. (g) Clause (i) of the definition of "Change of Control" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: (i) any Person or group (within the meaning of Section 13 or 14 of the Exchange Act) of Persons (other than Millenium Chemicals Inc., Occidental Chemical Corp. and/or their affiliates) shall have acquired Voting Control of 20% or more of the outstanding shares of common stock of the Borrower; or (h) The definition of "Collateral Documents" set forth in Section 1.01 of the Credit Agreement is amended by adding after the phrase "the JV Subsidiary Security Agreements," the phrase "the New Collateral Documents,". 4 (i) The definition of "Consolidated Net Income" set forth in Section 1.01 of the Credit Agreement is amended by adding after the word "Acquisition" the phrase "and subsequent Asset Sales." (j) The definition of "Consolidated Net Worth" set forth in Section 1.01 of the Credit Agreement is amended by (i) adding "(i)" after the phrase "to exclude the effect of", (ii) adding after the word "Acquisition" the phrase "and subsequent Asset Sales" and (iii) adding at the end of the definition the following: and (ii) any change subsequent to December 31, 1998 in the cumulative foreign currency translation adjustment. (k) The definition of "Distributable Cash Flow" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Distributable Cash Flow" means with respect to any Borrower Joint Venture or non-wholly owned Subject Assets Transferee for any period, an amount equal to the lesser of "A" or "B" where: "A" equals the greater of (i) zero and (ii) the Borrower's direct and/or indirect share of the cash from operations (as defined in accordance with GAAP and adjusted to exclude the effect of any extraordinary gain or loss) of such Person for such period minus the Borrower's direct and/or indirect share of the gross capital expenditures of such Person for such period; and "B" equals the greater of (i) zero and (ii) cash distributions by such Person to the Borrower or a JV Subsidiary during such period (including repayment of loans made to such Person to finance capital expenditures) net of equity investments and loans made by the Borrower or a Subsidiary in or to such Person during such period to finance capital expenditures. (l) The definition of "Equistar" set forth in Section 1.01 of the Credit Agreement is amended by adding after the word "Borrower" and immediately before the comma the phrase "and, at the date hereof". (m) The definition of "JV Subsidiaries" set forth in Section 1.01 of the Credit Agreement is amended by adding after the phrase "Lyondell Refining Company," the phrase "Lyondell Refining LP, LLC,". 5 (n) The definition of "LCR" set forth in Section 1.01 of the Credit Agreement is amended by deleting the phrase "LYONDELL-CITGO Refining Company, Ltd., a Texas limited liability company" and substituting therefor the phrase "LYONDELL-CITGO Refining LP, a Delaware limited partnership" and by adding to the end of the definition the phrase ", the successor to LYONDELL-CITGO Refining Company, Ltd., a Texas limited liability company." (o) The definition of "LCR Recapitalization" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "LCR Recapitalization" means the refinancing of certain Existing LCR Debt, repayment of Debt under the LCR Construction Facility and the distribution of a portion of the proceeds of the foregoing to the Borrower. (p) The definition of "Net Cash Proceeds" set forth in Section 1.01 of the Credit Agreement is amended by adding before clause (a) thereof the parenthetical "(at the option of the Borrower)." (q) The definition of "Non-JV Group" set forth in Section 1.01 of the Credit Agreement is amended by deleting the word "and" after the phrase "Borrower Joint Ventures" and substituting therefor a comma and by adding at the end of the definition the phrase "and any non-wholly owned Subject Assets Transferees." (r) The definition of "Ordinary Course Liens" set forth in Section 1.01 of the Credit Agreement is amended by deleting the word "and" at the end of Paragraph (m) thereof and adding the following Paragraphs: (n) Liens customarily granted in connection with Securitization Transactions on related assets or interests of the Borrower or a Subsidiary; and (o) Liens on amounts on deposit in any escrow account contemplated by clause (ii) of the definition of "ARCO Notes Refinancing", but only to the extent such Liens secure the obligations of the Borrower to redeem the securities the cash proceeds of which are on deposit in such escrow account or to make payments to the escrow agent in its capacity as such with respect to such account. (s) The definition of "Reduction Event" set forth in Section 1.01 of the Credit Agreement is amended by adding after the phrase "Debt Incurrence" in clause 6 (ii) thereof and after the phrase "Equity Issuance" in clause (iii) thereof the parenthetical "(other than any ARCO Notes Refinancing)." (t) The definition of "Temporary Cash Investment" set forth in Section 1.01 of the Credit Agreement is amended by adding after the phrase "Foreign Subsidiary" in clause (v) thereof the phrase "or other Subsidiary conducting substantially all its operations outside the United States." Section 3. Amendment to Section 1.02(b). Section 1.02(b) of the Credit Agreement is amended by deleting the word "or" after the phrase "Borrower Joint Venture" and substituting therefor a comma and adding after the phrase "JV Subsidiary" the phrase "or non-wholly owned Subject Assets Transferee." Section 4. Amendment to Section 2.04(e). Clause (iii) of Section 2.04(e) of the Credit Agreement is amended by (i) deleting the phrase "pro rata" and substituting therefor the phrase "in forward order of maturity" and (ii) deleting the reference to "subsection (a)" and substituting therefor "subsection (b)." (b) Clause (iv) of Section 2.04(e) of the Credit Agreement is amended by deleting the reference to "subsection (b)" and substituting therefor "subsection (c)." Section 5. Amendment to Section 4.02. Section 4.02 of the Credit Agreement is amended by adding after the phrase "UCC financing statements" in the first parenthetical the phrase ", mortgages or similar instruments." Section 6. Amendment to Section 4.03(b). Section 4.03(b) of the Credit Agreement is amended by adding after each reference to the phrase "security interests" the phrase "or mortgage liens." Section 7. Amendment to Section 4.04. (a) Each reference to "December 31, 1997" in Section 4.04 of the Credit Agreement is amended to read "December 31, 1998." (b) Each reference to the phrase "Coopers & Lybrand L.L.P., as set forth in the Borrower's 1997 Form 10-K," and the phrase "Coopers & Lybrand L.L.P. and Price Waterhouse LLP, as set forth in the Borrower's 1997 Form 10-K," in Paragraphs (a) and (c) of Section 4.04 of the Credit Agreement is amended to read in its entirety "PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders,". (c) The reference to the phrase "Coopers & Lybrand L.L.P., as set forth in the Borrower's 1997 Form 10-K," in Paragraph (e) of Section 4.04 of the Credit 7 Agreement is amended to read in its entirety "Deloitte & Touche LLP, copies of which have been delivered to each of the Lenders,". (d) Paragraphs (b), (d) and (f) of Section 4.04 of the Credit Agreement are deleted. Section 8. Amendment to Section 5.01(a). Section 5.01(a) of the Credit Agreement is amended by deleting the phrase "Price Waterhouse Coopers L.L.P." and substituting therefor the phrase "PricewaterhouseCoopers LLP." Section 9. Amendment to Section 5.07. (a) The parenthetical in clause (i) of the first proviso in Section 5.07 of the Credit Agreement is amended by deleting the phrase "or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO Chemical." (b) The final sentence in Section 5.07 of the Credit Agreement is amended by adding at the end of the sentence the following: and notes and equity securities, such notes and equity securities having an aggregate value not to exceed 15% of the aggregate amount of consideration received by the Borrower and its Subsidiaries with respect to such Asset Sale; provided that this provision shall not apply to a Major Asset Sale effected in accordance with Section 5.22. Section 10. Amendment to Section 5.09. Section 5.09 of the Credit Agreement is amended by deleting the word "and" at the end of Paragraph (i) thereof and by adding the following paragraphs: (k) Liens on TDI Assets (i) securing Debt in an aggregate principal amount not exceeding $200,000,000 that is incurred or assumed for the purpose of improving the Rhodia TDI Plant, or (ii) arising pursuant to a sublicense of the TDI License by the Borrower (or a Subsidiary that is party to the TDI License) to the Borrower Joint Venture (or special purpose Subsidiary of Rhodia or the Borrower) that owns the Rhodia TDI Plant; and (l) Asset Sale Liens. Section 11. Amendment to Section 5.10. (a) Paragraph (e) of Section 5.10 of the Credit Agreement is amended by adding at the end of the Paragraph the following proviso: 8 provided that if such Debt Incurrence involves the issuance of Junior Securities, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the New Senior Subordinated Notes; (b) Paragraph (f) of Section 5.10 of the Credit Agreement is amended by adding after the phrase "Foreign Subsidiaries" the phrase "and other Subsidiaries conducting substantially all their operations outside the United States." Section 12. Amendment to Section 5.11. (a) The table in clause (ii) of Section 5.11 of the Credit Agreement is amended to read in its entirety as follows: PERIOD RATIO ------ ----- On or before December 31, 1999 7.75 January 1, 2000 - March 31, 2000 7.25 April 1, 2000 - June 30, 2000 7.00 July 1, 2000 - September 30, 2000 6.50 October 1, 2000 - December 31, 2000 6.00 January 1, 2001 - June 30, 2001 5.00 July 1, 2001 - December 31, 2001 4.00 January 1, 2002 - December 31, 2002 3.00 At all times thereafter 2.50 (b) Clause (ii) of Section 5.11 of the Credit Agreement is further amended by deleting the proviso. Section 13. Amendment to Section 5.12. The table in Section 5.12 of the Credit Agreement is amended to read in its entirety as follows: 9 PERIOD RATIO ------ ----- On or before March 31, 1999 1.30 April 1, 1999 - June 30, 1999 1.20 July 1, 1999 - December 31, 1999 1.10 January 1, 2000 - March 31, 2000 1.20 April 1, 2000 - June 30, 2000 1.30 July 1, 2000 - September 30, 2000 1.40 October 1, 2000 - December 31, 2000 1.50 January 1, 2001 - June 30, 2001 1.75 July 1, 2001 - December 31, 2001 1.90 January 1, 2002 - December 31, 2002 2.40 Thereafter 2.60 Section 14. Amendment to Section 5.14. Section 5.14 of the Credit Agreement is amended by adding the following proviso at the end of the Section: ; provided that, notwithstanding the foregoing, the Borrower will not permit any JV Subsidiary to incur or at any time be liable with respect to any such rental payments, other than obligations of such JV Subsidiary in respect of the Borrower Joint Venture in which it holds an equity interest and arising by virtue of such JV Subsidiary's ownership of such equity interest. Section 15. Amendment to Section 5.15(b). Section 5.15(b) of the Credit Agreement is amended by deleting the word "and" in clause (iii) thereof and substituting therefor a comma and by adding at the end of clause (iv) thereof "and (v) a refinancing of the ARCO Notes with the proceeds of an ARCO Notes Refinancing." Section 16. Amendment to Section 5.16. Section 5.16 of the Credit Agreement is amended by deleting the word "and" in Paragraph (f) thereof and adding after Paragraph (f) thereof the following Paragraph: (g) Investments consisting of notes and equity securities received as consideration for Asset Sales, to the extent permitted by the last sentence of Section 5.07; and Section 17. Amendment to Section 5.18. (a) Clause (vii) of the first proviso in Section 5.18 of the Credit Agreement is amended to read in its entirety as follows: (vii) agreements entered into in connection with Debt Incurrences (including, without limitation, the ARCO Notes 10 Refinancing) by the Borrower containing limitations no more restrictive than those contained in the instruments governing (x) the Debt described in clauses (i) - (iv) of the definition of Existing Borrower Debt as in effect on the Closing Date or (y) the New Senior Notes or the New Senior Subordinated Notes as in effect on the Amendment 1 Effective Date, (b) The first proviso of Section 5.18 of the Credit Agreement is further amended by deleting the word "and" at the end of clause (viii) and adding at the end of clause (viii) the following: , (ix) customary limitations on the activities of a Special Purpose Subsidiary, (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.20 and (c) Clause (ix) of the first proviso of Section 5.18 of the Credit Agreement is amended to read in its entirety as follows: (xi) from and after the Mandatory Prepayment Release Date, agreements entered into in connection with the refinancing of Existing Debt containing limitations no more restrictive than the Existing Debt refinanced thereby as in effect on the Closing Date; and (d) The second proviso in Section 5.18 of the Credit Agreement is amended by amending clause (x) thereof by adding after the phrase "Foreign Subsidiary" the phrase "or other Subsidiary conducting substantially all its operations outside the United States," and deleting the phrase "and (y)" and substituting therefor the phrase ", (y) clauses (c), (d) and (e) shall be inapplicable to any Subject Assets Transferee and (z)." Section 18. Amendment to Section 5.19. (a) The parenthetical in Section 5.19(d)(i) of the Credit Agreement is amended by deleting the word "or" after the phrase "JV Subsidiary" and substituting therefor a comma and by adding after the phrase "Foreign Subsidiary" the phrase ", Special Purpose Subsidiary, or Subject Assets Transferee." 11 (b) Section 5.19(d)(ii) of the Credit Agreement is amended by adding at the end the following proviso: provided that the Borrower may sell all (but not less than all) of its direct or indirect ownership interests in either or both of LCR or LMC in compliance with Section 5.07; (c) Section 5.19(d)(iv)(x) of the Credit Agreement is amended by deleting the word "and" after the phrase "clause (i) above" and substituting therefor a comma and by adding after the phrase "clause (iii) above," the phrase "any Special Purpose Subsidiary and any Subject Assets Transferee which is not a Borrower Joint Venture or a Foreign Subsidiary,". (d) Section 5.19(d)(iv)(y) of the Credit Agreement is amended by adding after the phrase "Significant Subsidiary of the Borrower" the phrase "or a Subject Assets Transferee." (e) Section 5.19 of the Credit Agreement is amended by adding the following Paragraph (e): The Borrower shall endeavor in good faith and use reasonable efforts to deliver to the Administrative Agent the collateral documents and landlord consent and lien waivers described in Schedule 5.19(e), in form and substance reasonably satisfactory to the Administrative Agent, provided that "reasonable efforts" shall not include making monetary payments or other consideration or granting concessions to third parties. With respect to each plant, headquarters building or other facility of the Borrower on which a lien is granted under this Section 5.19(e), the Borrower shall deliver to the Administrative Agent an opinion of local counsel in each jurisdiction in which such plant, building or other facility is located, such opinion to be in form and substance reasonably satisfactory to the Administrative Agent. Section 19. Amendment to Section 5.20. (a) Each reference to "LCR Regulations" in Section 5.20 of the Credit Agreement is amended to read in its entirety "LCR Partnership Agreement." (b) Paragraph (e) of Section 5.20 of the Credit Agreement is amended to read in its entirety as follows: 12 (e) maintain the rights of (i) Lyondell Petrochemical G.P. Inc. to appoint the chief executive officer of Equistar, as provided in the Equistar Partnership Agreement, (ii) Lyondell Refining Company to appoint, together with CITGO Gulf Coast Refining, Inc., the chief executive officer of LCR, as provided in the LCR Partnership Agreement and (iii) Lyondell General Methanol Company to act as managing partner of LMC pursuant to the LMC Partnership Agreement. Section 20. Amendment to Section 5.21. Section 5.21 of the Credit Agreement is amended to read in its entirety as follows: Section 5.21. Issuance of Junior Securities. On or prior to June 30, 2000, the Borrower shall consummate the issuance and sale of Junior Securities as follows: (a) common stock of the Borrower issued pursuant to one or more Equity Issuances for gross cash proceeds of not less than $500,000,000 in the aggregate; and (b) other Junior Securities issued pursuant to one or more Equity Issuances or Debt Incurrences for gross cash proceeds of not less than $1,500,000,000 in the aggregate; provided that for purposes of this Section 5.21 (i) the issuances of Junior Securities contemplated by Section 26(i) of Amendment No. 1 to this Credit Agreement shall be included in calculations hereunder and (ii) the amount of other Junior Securities required by clause (b) above shall be reduced by 200% of the excess, if any, of (x) the gross cash proceeds of common stock of the Borrower issued pursuant to one or more Equity Issuances on or after the Amendment 1 Effective Date over (y) $500,000,000. Section 21. Major Asset Sales. The following new Section 5.22 is added after Section 5.21 of the Credit Agreement: Section 5.22. Major Asset Sales. (a) In connection with the consummation of a Major Asset Sale, so long as the conditions set forth in subsection (b) below are satisfied: (i) the Borrower and its Subsidiaries may transfer all or any portion of the Subject Assets 13 (whether or not part of the Collateral) to a Subject Assets Transferee or to an Acquiring Person; (ii) the Borrower and its Subsidiaries may create Asset Sale Liens on the Subject Assets; (iii) any Liens arising under the Collateral Documents on the portion of the Subject Assets transferred to a Subject Assets Transferee or to an Acquiring Person will be released in accordance with the last sentence of Section 9.05(b); and (iv) any Liens arising under the Collateral Documents on the Subject Assets not released in accordance with paragraph (iii) will be subordinate to any Asset Sale Lien on such Subject Assets. (b) The provisions of subsection (a) are subject to the following conditions: (i) at the time of such Major Asset Sale and after giving effect thereto (on a pro forma basis for purposes of Section 5.11), no Default shall exist; (ii) the sum of the gross cash proceeds received by the Borrower in respect of such Major Asset Sale plus the value of the interest of the Borrower in the Subject Assets Transferee (if any) after giving effect to such Major Asset Sale is not less than the value (as determined by the Board of Directors of the Borrower) of the portion of the Subject Assets transferred by the Borrower in connection with such Major Asset Sale; (iii) the Borrower directly or indirectly is the operator of the Subject Assets in which it or a Subject Assets Transferee retains an interest; and (iv) if any Subject Assets are transferred to a Subject Assets Transferee, the Borrower complies with Section 5.19(d)(iii) and (iv) in connection with such Major Asset Sale. (c) No Subject Assets Transferee shall incur any Debt. 14 (d) For purposes of this Section 5.22, the following terms have the following respective meanings: "Acquiring Person" means a Person other than a Subject Assets Transferee which acquires (i) all or a portion of the Subject Assets or (ii) an interest in a Subject Assets Transferee in connection with a Major Asset Sale. "Asset Sale Lien" means a Lien on the Subject Assets (including as a Lien for this purpose contractual rights with respect to the operation of the Subject Assets) arising in connection with a Major Asset Sale in favor of the Acquiring Person (or an affiliate thereof) which Lien does not secure any Debt. "Major Asset Sale" means an Asset Sale designated by the Borrower by prior notice to the Administrative Agent as a Major Asset Sale, so long as in connection therewith (i) the conditions specified in subsection (b) are satisfied and (ii) the Borrower receives Net Cash Proceeds in an aggregate amount not less than $1,000,000,000 (which shall be deemed Net Cash Proceeds of such Major Asset Sale for purposes of Section 2.04(d)). For this purpose (i) a transaction which produces substantially the same economic result as a sale of a partial interest in an asset, as might be achieved, for instance, through contractual arrangements allocating future revenues and costs attributable to the asset, shall be deemed an Asset Sale even though there may be no change in title to the asset or in the ownership of the Person which has title to the asset and (ii) a subsequent related transaction with the same Acquiring Person (or an Affiliate thereof) contemplated by the terms of the initial Major Asset Sale with such Person shall, for purposes of determining the applicability of and compliance with this Section, be deemed a single cumulative transaction. "Subject Assets" means, with respect to any Major Asset Sale, the assets which are the subject of such Major Asset Sale. "Subject Assets Transferee" means any Consolidated Subsidiary or Borrower Joint Venture which becomes the owner of the Subject Assets in connection with a Major Asset Sale. 15 (e) Nothing in this Section limits the ability of the Borrower and its Subsidiaries to sell assets (including Collateral) in compliance with Section 5.07 in transactions which do not constitute Major Asset Sales, and to obtain a release of Collateral pursuant to the last sentence of Section 9.05(b) in connection with any such sale. Section 22. Pricing Schedule. The Pricing Schedule is amended in its entirety and replaced by the Pricing Schedule attached hereto. Section 23. Additional Schedules. Schedules 3.01 and 5.19(e) attached hereto are added to the Credit Agreement. Section 24. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 25. 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 26. Effectiveness. This Amendment shall become effective on the first date (the "Amendment 1 Effective Date") on which all the following conditions have been satisfied: (a) receipt by the Administrative Agent of counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of duly executed counterparts of each New Collateral Document, together with evidence satisfactory to it in its sole good faith discretion of the effectiveness of the security contemplated thereby and the perfection of the security interests created thereby (including the filing of UCC-1s and the delivery of any stock certificates or promissory notes comprising the Collateral); (c) receipt by the Administrative Agent of (x) an opinion (addressed to the Agents and the Lenders) of Baker & Botts L.L.P., special counsel for the Obligors, substantially to the effect of Exhibit E to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment, (y) an opinion (addressed to the Agents and the Lenders) of Robert J. Millstone, General Counsel of the Borrower, substantially to the effect of Exhibit F to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment, each dated the Amendment 1 16 Effective Date and each covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request and (z) with respect to each plant, headquarters building or other facility of the Borrower on which a lien is granted under a New Collateral Document, an opinion of local counsel in each jurisdiction in which such plant, building or other facility is located, such opinion to be in form and substance reasonably satisfactory to the Administrative Agent. (d) receipt by the Administrative Agent of an opinion (addressed to the Agents and the Lenders) of Davis Polk & Wardwell, special counsel for the Agents, substantially to the effect of Exhibit G to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment, dated the Amendment 1 Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (e) receipt by the Administrative Agent of payment of an amendment fee for the account of each Lender which shall have executed and delivered a counterpart hereof (including delivery by facsimile transmission) not later than April 1, 1999 in an amount equal to 0.25% of the Credit Exposure of such Lender at such date; (f) receipt by each of the Agents, the Arranger and the Co-Arrangers of payment of all other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Amendment 1 Effective Date in connection with the Loan Documents; (g) the fact that there shall have been no material adverse change in the financial condition, business, assets, results of operations, liabilities or prospects of the Borrower and its Subsidiaries, taken as a whole, since the most recently ended fiscal year of such entity for which audited financial statements have been delivered to the Lenders; (h) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of each Obligor, the corporate authority for the Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to such Agent in its sole good faith discretion; and (i) receipt by the Administrative Agent of evidence satisfactory to it that the Borrower shall have consummated (i) an issuance of common stock of the Borrower pursuant to an Equity Issuance for gross cash proceeds (i.e., total cash proceeds before underwriting discounts and commissions and expenses of issuance) of not less than $350,000,000; (ii) an issuance of New Senior Subordinated Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $500,000,000; and (iii) an 17 issuance of New Senior Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than the difference between $1,000,000,000 and the gross cash proceeds of the issuance of New Senior Subordinated Notes contemplated by clause (ii). Promptly after the Amendment 1 Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 18 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. LYONDELL CHEMICAL COMPANY By: ----------------------------------- Title: Vice President, Finance & Treasurer Address: 1221 McKinney Suite 1600 Houston, TX 77002 Facsimile: (713) 652-4140 19 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and as Lender By: ----------------------------------- Name: Title: DLJ CAPITAL FUNDING, INC., as Syndication Agent and as Lender By: ----------------------------------- Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Documentation Agent and as Lender By: ----------------------------------- Name: Title: THE CHASE MANHATTAN BANK, as Documentation Agent By: ----------------------------------- Name: Title: 20 CITIBANK, N.A., as Documentation Agent and as Lender By: ----------------------------------- Name: Title: NATIONSBANK, N.A., as Documentation Agent and as Lender By: ----------------------------------- Name: Title: CHASE BANK OF TEXAS NATIONAL ASSOCIATION By: ----------------------------------- Name: Title: ABN AMRO BANK N.V. By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: 21 ALLSTATE INSURANCE COMPANY By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: ARCHIMEDES FUNDING, LLC By: ----------------------------------- Name: Title: BANK OF MONTREAL By: ----------------------------------- Name: Title: THE BANK OF NEW YORK By: ----------------------------------- Name: Title: THE BANK OF NOVA SCOTIA By: ----------------------------------- Name: Title: 22 THE BANK OF TOKYO-MITSUBISHI LTD., HOUSTON AGENCY By: ----------------------------------- Name: Title: BANKBOSTON, N.A. By: ----------------------------------- Name: Title: BANQUE NATIONALE DE PARIS By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: 23 BARCLAYS BANK PLC By: ----------------------------------- Name: Title: BAYERISCHE VEREINSBANK AG NEW YORK BRANCH By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: BHF - BANK AKTIENGESELLSCHAFT By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: 24 CIBC INC. By: ----------------------------------- Name: Title: COMMONWEALTH LIFE INSURANCE CO. By: ----------------------------------- Name: Title: COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: ----------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: 25 CRESCENT/MACH I PARTNERS LP By: ----------------------------------- Name: Title: CYPRESS TREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: ----------------------------------- Name: Title: CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. its Managing Member By: ----------------------------------- Name: Title: CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: ----------------------------------- Name: Title: 26 CYPRESS TREE INVESTMENT PARTNERS I, LTD. By: ----------------------------------- Name: Title: DEBT STRATEGIES FUND, INC. By: ----------------------------------- Name: Title: DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as investment advisor By: ----------------------------------- Name: Title: 27 THE FIRST NATIONAL BANK OF CHICAGO By: ----------------------------------- Name: Title: FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc., as attorney-in-fact By: ----------------------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By: ----------------------------------- Name: Title: THE FUJI BANK, LIMITED, NEW YORK BRANCH By: ----------------------------------- Name: Title: 28 GCB INVESTMENTS PORTFOLIO By: Citibank, N.A., as manager By: ----------------------------------- Name: Title: ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC By: ----------------------------------- Name: Title: KZH-III LLC By: ----------------------------------- Name: Title: KZH IV CORPORATION By: ----------------------------------- Name: Title: KZH - CNC CORPORATION By: ----------------------------------- Name: Title: 29 KZH CRESCENT CORPORATION By: ----------------------------------- Name: Title: KZH-CYPRESSTREE-1 CORPORATION By: ----------------------------------- Name: Title: KZH-ING-2 CORPORATION By: ----------------------------------- Name: Title: KZH-SOLEIL-2 CORPORATION By: ----------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: 30 MASSMUTUAL HIGH YIELDPARTNERS II, LLC By: HYP Management, Inc. as managing member By: ----------------------------------- Name: Title: MEDICAL LIABILITY MUTUAL INSURANCE COMPANY By: ----------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: ----------------------------------- Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: 31 ML CLO XIX STERLING (CAYMAN) LTD. By: Sterling Asset Manager, L.L.C., as its investment advisor By: ----------------------------------- Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ----------------------------------- Name: Title: NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its agent By: Greenwich Capital Markets, Inc., its agent By: ----------------------------------- Name: Title: NEW YORK LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Insurance Company By: ----------------------------------- Name: Title: 32 OCTAGON LOAN TRUST By: Octagon Credit Investors, as manager By: ----------------------------------- Name: Title: ORIX USA CORPORATION By: ----------------------------------- Name: Title: OSPREY INVESTMENTS PORTFOLIO By: Citibank, N.A., as manager By: ----------------------------------- Name: Title: PRIMERICA LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: 33 ROYAL BANK OF CANADA By: ----------------------------------- Name: Title: THE ROYAL BANK OF SCOTLAND PLC By: ----------------------------------- Name: Title: SENIOR HIGH INCOME PORTFOLIO INC. By: ----------------------------------- Name: Title: SOCIETE GENERALE, SOUTHWEST AGENCY By: ----------------------------------- Name: Title: 34 STEIN ROE & FARNHAM INCORPORATED, as agent for Keyport Life Insurance By: ----------------------------------- Name: Title: STRONG CAPITAL MANAGEMENT By: ----------------------------------- Name: Title: THE SUMITOMO BANK, LIMITED By: ----------------------------------- Name: Title: THE TOKAI BANK By: ----------------------------------- Name: Title: TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By: ----------------------------------- Name: Title: 35 THE TRAVELERS INSURANCE COMPANY By: ----------------------------------- Name: Title: UNITED OF OMAHA LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: VAN KAMPEN AMERICAN CAPITAL By: ----------------------------------- Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: AERIES FINANCE LTD. By: ----------------------------------- Name: Title: AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.p., as investment advisor By: ----------------------------------- Name: Title: 36 AMARA-1 FINANCE LTD. By: ----------------------------------- Name: Title: ARAB AMERICAN BANK By: ----------------------------------- Name: Title: ARAB BANK PLC By: ----------------------------------- Name: Title: ARCHIMEDES FUNDING II, LTD By: ING Capital Advisors, Inc., as collateral manager By: ----------------------------------- Name: Title: BALANCED HIGH YIELD FUND II By: ----------------------------------- Name: Title: 37 BANCO ESPIRITO SANTO E COMERCIAL DE LISBON, NASSAU BRANCH By: ----------------------------------- Name: Title: BANK LEUMI USA By: ----------------------------------- Name: Title: BANK POLSKA KASA OPIEKI S.A. PEKAO S.A. GROUP, NEW YORK BRANCH By: ----------------------------------- Name: Title: BANKERS TRUST COMPANY By: ----------------------------------- Name: Title: 38 BATTERSON PARK, CBO I By: General Reunew England Asset Management Inc., as collateral manager By: ----------------------------------- Name: Title: BEAR STEARNS INVESTMENT PRODUCTS INC. By: ----------------------------------- Name: Title: BELLSOUTH DOMESTIC BOND (ACCT 26) By: Pacific Investment Management Company, as its investment advisor, acting through State Street Bank & Trust Co. in the nominee name of Marine Crew & Co. By: ----------------------------------- Name: Title: BELLSOUTH GLOBAL BOND (ACCT 826) By: Pacific Investment Management Company, as its investment advisor, acting through State Street Bank & Trust Co. in the nominee name of Marine Crew & Co. By: ----------------------------------- Name: Title: 39 CAPTIVA FINANCE LTD. By: ----------------------------------- Name: Title: CAPTIVA II FINANCE LTD. By: ----------------------------------- Name: Title: CAPTIVA III FINANCE, LTD. By: Pacific Investment Management Company, as its investment advisor By: ----------------------------------- Name: Title: CARAVELLE INVESTMENT FUND, L.L.C. By: ----------------------------------- Name: Title: 40 CARILLON HOLDING, LIMITED By: ----------------------------------- Name: Title: CERES FINANCE LTD. By: ----------------------------------- Name: Title: CHANCELLOR/TRITON CBO, LIMITED By: Invesco Senior Secured Management, Inc., as collateral manager By: ----------------------------------- Name: Title: CHANG HWA COMMERCIAL BANK LTD., NEW YORK BRANCH By: ----------------------------------- Name: Title: CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY By: ----------------------------------- Name: Title: 41 CHINATRUST BANK (U.S.A.) By: ----------------------------------- Name: Title: DELANO COMPANY By: Pacific Investment Management Company, as its investment advisor By: ----------------------------------- Name: Title: ELC (CAYMAN) LTD. By: ----------------------------------- Name: Title: FC CBO II LIMITED By: ----------------------------------- Name: Title: 42 FIRST COMMERCIAL BANK By: ----------------------------------- Name: Title: FIRST DOMINION FUNDING I By: ----------------------------------- Name: Title: FIRST UNION NATIONAL BANK By: ----------------------------------- Name: Title: GALAXY CLO 1999-1, LTD. By: SAI Investment Adviser, Inc., its collateral manager By: ----------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: ----------------------------------- Name: Title: 43 GOLDMAN SACHS CREDIT PARTNERS L.P. By: ----------------------------------- Name: Title: GUARANTY FEDERAL BANK, F.S.B. By: ----------------------------------- Name: Title: GULF INTERNATIONAL BANK B.S.C. By: ----------------------------------- Name: Title: IKB DEUTSCHE INDUSTRIEBANK AG LUXEMBOURG BRANCH By: ----------------------------------- Name: Title: IMPERIAL BANK By: ----------------------------------- Name: Title: 44 INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital Luxembourg, as collateral manager By: ----------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital Luxembourg By: ----------------------------------- Name: Title: ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P. By: ING Capital Advisors, Inc., as investment advisor By: ----------------------------------- Name: Title: 45 INTEGRITY LIFE INSURANCE By: ----------------------------------- Name: Title: KBC BANK By: ----------------------------------- Name: Title: KZH CRESCENT - 3 LLC By: ----------------------------------- Name: Title: KZH CRESCENT LLC By: ----------------------------------- Name: Title: KZH CRESCENT - 2 LLC By: ----------------------------------- Name: Title: 46 KZH HIGHLAND-2 LLC By: ----------------------------------- Name: Title: KZH STERLING LLC By: ----------------------------------- Name: Title: KZH-ING-3 LLC By: ----------------------------------- Name: Title: KZH-PAMCO CORPORATION By: ----------------------------------- Name: Title: KZH SHENKMAN LLC By: ----------------------------------- Name: Title: 47 MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: ----------------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: ----------------------------------- Name: Title: MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: ----------------------------------- Name: Title: 48 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------------- Name: Title: MITSUBISHI TRUST AND BANKING CORPORATION By: ----------------------------------- Name: Title: ML CBO IV (CAYMAN) LTD. By: Highland Capital Management, L.P. as collateral manager By: ----------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: ----------------------------------- Name: Title: MOUNTAIN CAPITAL CLO I, LTD. By: ----------------------------------- Name: Title: 49 THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK By: ----------------------------------- Name: Title: NORSE CBO, LTD. By: Peterson Capital Management, LLC as its investment advisor By: Peterson Capital Advisors, LLC its manager and pursuant to delegated authority By: ----------------------------------- Name: Title: NORTHWOODS CAPITAL, LIMITED By: Angelo, Gordon & Co., L.P., as investment advisor By: ----------------------------------- Name: Title: 50 OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-I, LTD. By: ----------------------------------- Name: Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as investment advisor By: ----------------------------------- Name: Title: PACIFICA PARTNERS 1, L.P., By: Imperial Credit Asset Management, as its investment manager By: ----------------------------------- Name: Title: PAM CAPITAL FUNDING LP By: Highland Capital Management, L.P. as collateral manager By: ----------------------------------- Name: Title: 51 PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as collateral manager By: ----------------------------------- Name: Title: PEOPLES SECURITY LIFE INSURANCE COMPANY By: ----------------------------------- Name: Title: PILGRIM PRIME RATE TRUST By: Pilgrim Investments Inc., as its investment manager By: ----------------------------------- Name: Title: ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim America Investments, Inc. as its investment manager By: ----------------------------------- Name: Title: 52 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim America Investments, Inc., as its investment advisor By: ----------------------------------- Name: Title: PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: Pilgrim America Investments, Inc. as its investment manager By: ----------------------------------- Name: Title: PILGRIM AMERICA PRIME RATE TRUST By: Pilgrim America Investments, Inc. as its investment manager By: ----------------------------------- Name: Title: ATHENA CDO, LIMITED By: Pacific Investment Management Company as its investment advisor By: ----------------------------------- Name: Title: 53 PIMCO HIGH YIELD FUND (ACCT 705) By: Pacific Investment Management Company, as its investment advisor acting through investors fiduciary trust company in the nominee name of IFTCO By: ----------------------------------- Name: Title: ILLINOIS TEACHERS RETIREMENT SYSTEM (ACCT 59) By: Pacific Investment Management Company as investment advisor, acting through Northern Trust Company in the nominee name of How & Co. By: ----------------------------------- Name: Title: SAMARITAN HEALTH SYSTEM By: Pacific Investment Management Company as its investment advisor, acting through Bankers Trust Company in the nominee name of Pitt & Co. By: ----------------------------------- Name: Title: 54 STOCKSPLUS LP SUBFUND A (ACCT 401), By: Pacific Investment Management Company as investment advisor, acting through Investors Fiduciary Trust Company in the nominee name of IFTCO By: ----------------------------------- Name: Title: PIMCO TOTAL RETURN FUND (ACCT 700) By: Pacific Investment Management Company, as investment advisor, acting through Investors Fiduciary Trust Company in the nominee name of IFTCO By: ----------------------------------- Name: Title: WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND U INVESTMENTS (ACCT 420) By: Pacific Investment Management Company, as its investment advisor, acting through the Chase Manhattan Bank in the nominee name of Atwell & Co. By: ----------------------------------- Name: Title: PNC BANK, N. A. By: ----------------------------------- Name: Title: 55 PROVIDENT CBO I, LIMITED By: Provident Investment Management, LLC By: ----------------------------------- Name: Title: PUTNAM ASSET ALLOCATION FUNDS - BALANCED PORTFOLIO By: ----------------------------------- Name: Title: PUTNAM DIVERSIFIED INCOME TRUST By: ----------------------------------- Name: Title: PUTNAM FUNDS TRUST- PUTNAM HIGH YIELD TRUST II By: ----------------------------------- Name: Title: 56 PUTNAM HIGH YIELD ADVANTAGE FUND By: ----------------------------------- Name: Title: PUTNAM HIGH YIELD TRUST By: ----------------------------------- Name: Title: PUTNAM MASTER INTERMEDIATE INCOME TRUST By: ----------------------------------- Name: Title: PUTNAM PREMIER INCOME TRUST By: ----------------------------------- Name: Title: PUTNAM VARIABLE TRUST - PVT HIGH YIELD FUND By: ----------------------------------- Name: Title: 57 PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND By: ----------------------------------- Name: Title: REPUBLIC NATIONAL BANK OF NEW YORK By: ----------------------------------- Name: Title: ROYALTON COMPANY By: Pacific Investment Management Company, as its investment advisor By: ----------------------------------- Name: Title: SANKATY HIGH YIELD ASSET PARTNERS, L.P. By: ----------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as investment advisor By: ----------------------------------- Name: Title: 58 EATON VANCE SENIOR INCOME TRUST, By: Eaton Vance Management, as investment advisor By: ----------------------------------- Name: Title: SOMERS CDO, LIMITED By: ----------------------------------- Name: Title: SOUTHERN PACIFIC BANK By: ----------------------------------- Name: Title: SRF TRADING, INC. By: ----------------------------------- Name: Title: 59 SRV-HIGHLAND, INC. By: ----------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, as trustee for General Motors Cash Management Master Trust By: ----------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, as trustee for General Motors Welfare Benefits Trust By: ----------------------------------- Name: Title: STRATA FUNDING LTD. By: ----------------------------------- Name: Title: 60 STRONG ADVANTAGE FUND, INC. By: ----------------------------------- Name: Title: SUN TRUST BANK, ATLANTA By: ----------------------------------- Name: Title: TAIPEI BANK, NEW YORK AGENCY By: ----------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: ----------------------------------- Name: Title: THE TOYO TRUST & BANKING CO., LTD. By: ----------------------------------- Name: Title: 61 TRAVELERS CORPORATE LOAN FUND, INC., By: Travelers Asset Management International Corporation By: ----------------------------------- Name: Title: VAN KAMPEN CLO I, LIMITED By: Van Kampen American Capital Management, Inc., as collateral manager By: ----------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: ----------------------------------- Name: Title: VAN KAMPEN SENIOR INCOME TRUST By: ----------------------------------- Name: Title: 62 J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Ensign Peak Advisors, Inc. Saint Gems By: ----------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for Ford Motor Company Cash State Street Bank -- Custodian By: ----------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Interpayment Service Limited/Thomas Cook Bank of New York (Brussels) Custodian By: ----------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Interpayment Service Limited/Thomas Cook Corporate Cash -- Domestic Bank of New York Custodian By: ----------------------------------- Name: Title: 63 J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the JPM US Global Strategic Income Fund (Special SituationPortfolio) Chase Luxembourg Custodian By: ----------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Investment Manager for the Apple IV-HighYield-State Street Bank & Trust Company London-Master Custodian By: ----------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee for the Commingled Pension Trust Fund By: ----------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Investment Manager for the Global Strategic Income Portfolio (Special Situation Portfolio) State Street Bank & Trust By: ----------------------------------- Name: Title: 64 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Advisor of JP Morgan High Yield Fund, LLC By: ----------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee for the MGT High Yield Bond Fund By: ----------------------------------- Name: Title: 65 FC CBO LIMITED By: ----------------------------------- Name: Title: 66 PRICING SCHEDULE "Margin" means, with respect to Euro-Dollar Loans of any Class, the sum of (a) (i) for any date prior to the earliest date on which all Term Loans-C and Term Loans-D (including all interest accrued thereon) have been repaid in full, the higher of (I) the applicable rate per annum for Loans of such Class set forth in Table I below and (II) the applicable rate per annum for Loans of such Class set forth in Table II below, based on the Pricing Level on such date, and (ii) for any date thereafter, the applicable rate per annum for Loans of such Class set forth in Table II below, based on the Pricing Level on such date plus (b) for any day prior to the date on which the Borrower shall have issued all Junior Securities required to be issued by it pursuant to Section 5.21, 0.25% per annum: Table I - Euro-Dollar Margins - -------------------------------------------------------------------------------- Euro-Dollar Margin for Term Loans-B | Eurodollar Margin for Revolving Loans, | Term Loans-A, Term Loans-C and | Term-Loans D - -------------------------------------------------------------------------------- 3.25% | 2.75% - --------------------------------------------------------------------------------
Table II - Euro-Dollar Margins - ------------------------------------------------------------------------------------ PRICING LEVEL LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V - ------------------------------------------------------------------------------------ Euro-Dollar Margin 3.25% 3.25% 3.25% 3.75% 3.25% for Term Loans-B - ------------------------------------------------------------------------------------ Euro-Dollar Margin for 2.25% 2.50% 2.75% 3.25% 2.00% Revolving Loans, Term Loans-A, Term Loans-C and Term Loans-D - ------------------------------------------------------------------------------------
"Margin" means, with respect to Base Rate Loans of any Class at any date, (i) the Margin with respect to Euro-Dollar Loans of such Class at such date minus (ii) 1.00%. "Commitment Fee Rate" means (i) for any date prior to the earliest date on which all Term Loans-C and Term Loans-D (including interest accrued thereon) have been repaid in full, 0.50% per annum, and (ii) for any date thereafter, the applicable rate per annum set forth in Table III below, based on the Pricing Level on such date: Table III - Commitment Fee Rate - -------------------------------------------------------------------------------- Level I Level II Level III Level IV Level V - -------------------------------------------------------------------------------- 0.35% 0.40% 0.45% 0.50% 0.50% - -------------------------------------------------------------------------------- For purposes of this Schedule, the following terms have the following meanings: "Level I Pricing" applies at any date if, at such date, the Borrower has Senior Debt Ratings at or above the level of Baa3 by Moody's or BBB- by S&P. "Level II Pricing" applies at any date if, at such date, (i) the Borrower has Senior Debt Ratings at or above the level of Ba1 by Moody's or BB+ by S&P and (ii) Level I Pricing does not apply. "Level III Pricing" applies at any date if, at such date, (i) the Borrower has Senior Debt Ratings at or above the level of Ba2 by Moody's and BB by S&P and (ii) neither Level I Pricing nor Level II Pricing applies. "Level IV Pricing" applies at any date if, at such date, (i) the Borrower has Senior Debt Ratings at or above the level of Ba3 by Moody's and BB- by S&P and (ii) none of Level I Pricing, Level II Pricing and Level III Pricing applies. "Level V Pricing" applies at any date if, at such date, no other Pricing Level applies. "Pricing Level" refers to the determination of which of Level I, Level II, Level III, Level IV or Level V Pricing applies on any date. For purposes of determining whether Level I Pricing or Level II Pricing applies: (a) if the Borrower has split-rated Senior Debt Ratings and the differential is one category, the higher rating will apply (e.g., Ba1/BBB- results in Level I Pricing); but (b) if the Borrower has split-rated Senior Debt Ratings and the differential is more than one full rating category, the rating at the midpoint will apply (e.g., Ba1/BB- results in Level III Pricing) and if there is no such midpoint category, the higher of the two intermediate categories will apply (e.g., Baa3/BB- results in Level II Pricing). SCHEDULE 3.01 NEW COLLATERAL DOCUMENTS 1. Security Agreement of Lyondell Chemical Company 2. Security Agreement of Lyondell Chemical Worldwide, Inc. 3. Pledge Agreement of Non-Borrower Joint Venture Subsidiaries 4. Pledge Agreement of Restricted Subsidiaries 5. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement from Lyondell Chemical Worldwide, Inc. to a trustee for the benefit of Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Bayport, Texas facility 6. Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement from Lyondell Chemical Worldwide, Inc. to a trustee for the benefit of Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Channelview, Texas facility 7. Act of Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Lyondell Chemical Worldwide, Inc. to Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Lake Charles, Louisiana facility SCHEDULE 5.19(e) 1. Subject to receipt of appropriate consents from ground lessors, Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Lyondell Chemical Worldwide, Inc. to Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Institute, West Virginia and South Charleston, Kanawha County, West Virginia facilities 2. Landlord Waiver, Consent and Intercreditor Agreement among Rhone-Poulenc AG Company, as landlord, Lyondell Chemical Worldwide, Inc., as tenant, and Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Institute, West Virginia facility 3. Landlord Waiver, Consent and Intercreditor Agreement among Union Carbide Chemicals and Plastics Company, Inc., as landlord, Lyondell Chemical Worldwide, Inc., as tenant, and Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to South Charleston, West Virginia facility 4. Subject to receipt of appropriate consent from Atlantic Richfield Company, Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Lyondell Chemical Worldwide, Inc. to Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to West Chester Pike, Newtown Township, Delaware County, Pennsylvania facility 5. Landlord Waiver, Consent and Intercreditor Agreement among Atlantic Richfield Company, as landlord, Lyondell Chemical Worldwide, Inc., as tenant, and Morgan Guaranty Trust Company of New York, as Collateral Agent, with respect to Newtown Square, Pennsylvania facility EX-1.2 3 AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT dated as of April 16, 1999 amending and restating the Credit Agreement dated as of July 23, 1998, as amended by Amendment No. 1 dated as of April 1, 1999 (the "Credit Agreement"), among LYONDELL CHEMICAL COMPANY (formerly named LYONDELL PETROCHEMICAL COMPANY) (the "Borrower"), the LENDERS party thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent, DLJ CAPITAL FUNDING, INC., as Syndication Agent (the "Syndication Agent"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, CITIBANK, N.A., THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as Documentation Agents. WITNESSETH: WHEREAS, the parties hereto desire to make the amendments specified below, to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments specified below and to reaffirm the Credit Agreement as so amended and restated; NOW THEREFORE, 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 and Restatement becomes effective, refer to the Credit Agreement as amended and restated hereby. Section 2. Changes and Additions to Definitions. (a) The following definitions are added in alphabetical order to Section 1.01 of the Credit Agreement: "Amendment 2" means the Amendment and Restatement of Credit Agreement dated as of April 16, 1999, amending and restating this Agreement, as amended by Amendment No. 1 dated as of April 1, 1999. "Amendment 2 Effective Date" means the date on which Amendment 2 becomes effective in accordance with its terms. "Applicable Term Loans-B Prepayment Fee Percentage" means (i) on any date from and including the Amendment 2 Effective Date to but excluding the first anniversary thereof, 2% and (ii) on any date from and including the first anniversary of the Amendment 2 Effective Date to and including the second anniversary thereof, 1%. "Applicable Term Loans-E Prepayment Fee Percentage" means (i) on any date from and including the third anniversary of the Amendment 2 Effective Date to but excluding the fourth anniversary thereof, 2% and (ii) on any date from and including the fourth anniversary of the Amendment 2 Effective Date to and including the fifth anniversary thereof, 1%. "Junior Securities Release Date" has the meaning set forth in Section 5.21. "Term Loan-E" means a loan made by a Term Loan-E Lender pursuant to Section 2.01(f). "Term Loan-E Commitment" means, with respect to each Term Loan-E Lender identified on the Term Loan-E Commitment Schedule, the amount set forth opposite the name of such Lender on such Schedule. "Term Loan-E Commitment Schedule" means the Schedule delivered by the Administrative Agent to the Borrower and the Term Loan-E Lenders prior to the Amendment 2 Effective Date and identified as such. "Term Loan-E Lender" means each Lender identified in the Term Loan-E Commitment Schedule and each Assignee which acquires any Term Loan-E pursuant to Section 906(c), and their respective successors. (b) The definition of "Lender" set forth in Section 1.01 of the Credit Agreement is amended by inserting at the end of clause (i) thereof the phrase "or on the Term Loan-E Commitment Schedule". (c) The definition of "Maturity Date" set forth in Section 1.01 of the Credit Agreement is amended by (i) replacing the "and" immediately prior to clause (vi) thereof with a comma, and (ii) inserting at the end thereof the following phrase: "and (vii) with respect to Term Loans-E, the date set forth in the Term Loan-E Commitment Schedule and identified therein as the final maturity date with respect to the Term Loans-E.". 2 (d) The definition of "New Senior Notes" set forth in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "New Senior Notes" means notes of the Borrower which (i) mature no earlier than the date which falls seven and a half years after the Amendment 2 Effective Date, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which Guarantee shall provide that it terminates automatically upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor), (iii) are not secured by any assets of any Person other than all or any portion of the Collateral and, if so secured, the rights and remedies of the holders of such notes with respect to such Collateral are subject to security arrangements in form and substance satisfactory to the Administrative Agent (which arrangements will provide, in any event, that all Liens on all or any portion of the Collateral securing such notes shall be automatically released concurrently with any release of the Liens on all or any such portion of the Collateral securing the Loans (other than upon a complete refinancing of the Loans and the Reimbursement Obligations with other Debt to be secured by such Collateral)), and (iv) contain otherwise substantially the terms and conditions contemplated by the form of the senior note indenture delivered to the Administrative Agent prior to the Amendment 2 Effective Date (or, in the case of any such notes issued after the Amendment 2 Effective Date, terms and conditions that are at least as favorable to the Lenders as the terms and conditions set forth in such form of senior note indenture, except that the interest rate applicable to such notes shall be the then prevailing market rate or, if such notes are to be fungible with previously issued notes, the interest rate shall, taken together with the sales price of such notes, reflect then prevailing market rates); provided that the gross cash proceeds received by the Borrower from the issuance of such notes (including any such notes issued on the Amendment 2 Effective Date) shall not exceed $2,750,000,000 minus the aggregate principal amount of the Term Loans-E made on the Amendment 2 Effective Date. (e) The definition of "New Senior Subordinated Notes" set forth in Section 1.01 of the Credit Agreement is amended by substituting the reference to "Amendment 1 Effective Date" contained in clause (ii) thereof with a reference to "Amendment 2 Effective Date". (f) The definition of "Term Commitments" set forth in Section 1.01 of the Credit Agreement is amended by (i) replacing the "and" immediately prior to the reference to "Term Loan-D Commitments" contained therein with a comma, and (ii) adding immediately after such reference the following phrase: "and the Term Loan-E Commitments". 3 (g) The definition of "Term Lenders" set forth in Section 1.01 of the Credit Agreement is amended by (i) replacing the "and" immediately prior to the reference to "Term Loan-D Lenders" contained therein with a comma, and (ii) adding immediately after such reference the following phrase: "and the Term Loan-E Lenders". (h) The definition of "Term Loans" set forth in Section 1.01 of the Credit Agreement is amended by (i) replacing the "and" immediately prior to the reference to "Term Loans-D" contained therein with a comma, and (ii) adding immediately after such reference the following phrase: "and the Term Loans-E". Section 3. Additional Class of Loans. Section 1.03 of the Credit Agreement is amended by inserting a reference to "Term Loan-E," immediately after the reference to "Term Loan-D," contained in the third sentence of such Section. Section 4. Commitment to Make Term Loans-E. Section 2.01 of the Credit Agreement is amended by (i) renumbering subsection (f) thereof as subsection (g), and (ii) inserting a new subsection (f) immediately after subsection (e) thereof, to read in its entirety as follows: "(f) Term Loan-E Facility. On the Amendment 2 Effective Date each Term Loan-E Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan-E to the Borrower in a principal amount not to exceed the amount of its Term Loan-E Commitment. The Term Loan-E Commitments are not revolving in nature, and amounts repaid or prepaid pursuant to Section 2.04 or Section 2.09 shall not be reborrowed. The Term Loan-E Commitments shall terminate in their entirety on the close of business (New York City time) on the Amendment 2 Effective Date.". Section 5. Addition of Provisions Relating to Prepayment of Term Loans-E. (a) Subsection (e)(A) of Section 2.04 of the Credit Agreement is amended by (i) deleting the "and" at the end of clause second thereof and replacing it with a comma, and (ii) adding the following clause at the end of clause third thereof: "and fourth, the Borrower shall prepay (subject to subsection (f) of this Section) the Term Loans-E, until all Term Loans-E have been paid in full". (b) Subsection (e)(B) of Section 2.04 of the Credit Agreement is amended by (i) deleting the "and" at the end of clause second thereof and replacing it with a comma, and (ii) adding the following clause at the end of clause third thereof: "and fourth, the Borrower shall prepay (subject to subsection (f) of this Section) the Term Loans-E, until all Term Loans-E have been paid in full". 4 (c) A new subsection (h) is added at the end of Section 2.04 of the Credit Agreement, to read in its entirety as follows: "(h) Provisions Relating to Term Loans-E. (i) Scheduled Amortization. In addition, (i) on each Quarterly Payment Date occurring after the Amendment 2 Effective Date and on or prior to the fourth Quarterly Payment Date prior to the Maturity Date of the Term Loans-E the Borrower shall repay, and there shall become due and payable, an aggregate principal amount of the Term Loans-E equal to 0.25% of the aggregate principal amount of the Term Loans-E made on the Amendment 2 Effective Date and (ii) on each Quarterly Payment Date occurring thereafter, the Borrower shall repay, and there shall become due and payable, an aggregate principal amount of the Term Loans-E equal to 25% of the aggregate principal amount of the Term Loans-E outstanding on the fourth Quarterly Payment Date prior to the Maturity Date of the Term Loans-E (immediately after giving effect to the repayment of the Term Loans-E made by the Borrower on such Quarterly Payment Date pursuant to clause (i)) or, if less, the aggregate principal amount of the Term Loans-E then outstanding (as each such amount may be reduced pursuant to Section 2.04 and Section 2.09). (ii) Ability to Reject Contingent Prepayments. The provisions of subsection (f) shall apply to any prepayment of the Term Loans-E that would, but for the provisions of such subsection (f), otherwise be required pursuant to subsection (d) of this Section, mutatis mutandis. (iii) The amount of any prepayments of Term Loans-E pursuant to subsection (d) of this Section shall be applied to reduce pro rata the amount of the subsequent scheduled prepayments of the Term Loans-E required pursuant to clause (i) of this subsection. Section 6. Amendments to the Optional Prepayments Provisions. (a) Section 2.09(a) of the Credit Agreement is amended by adding the following proviso at the end of the first sentence thereof: "provided that (i) the Borrower may not prepay any Term Loans-E prior to the third anniversary of the Amendment 2 Effective Date, (ii) together with any optional prepayment of the Term Loans-B on any date on or prior to the second anniversary of the Amendment 2 Effective Date, the Borrower shall also pay a prepayment fee equal to the Applicable Term Loans-B Prepayment Fee Percentage of the principal amount of such Term Loans-B being prepaid and (iii) together with any optional prepayment of the Term Loans-E on any date on or after the third anniversary of the Amendment 2 Effective Date and on or prior to the fifth anniversary thereof, the Borrower shall also pay a prepayment fee equal 5 to the Applicable Term Loans-E Prepayment Fee Percentage of the principal amount of such Term Loans-E being prepaid." (b) Section 2.09(c) of the Credit Agreement is amended by adding the following sentence at the end thereof: "The amount of any prepayment of Term Loans-E pursuant to this Section shall be applied, first, to the next scheduled payment in respect of such Loans pursuant to Section 2.04(h)(i) to the extent necessary to reduce such next scheduled payment to zero, and, second, pro rata to all subsequent scheduled payments in respect of such Loans pursuant to Section 2.04(h)(i). Section 7. Amendment to the Use of Proceeds Covenant. Section 5.08 of the Credit Agreement is amended by (i) inserting the parenthetical "(other than Term Loans-E)" immediately after the reference to "Term Loans" in the first sentence thereof, and (ii) adding the following sentence immediately after the first sentence thereof: "The proceeds of the Term Loans-E will be used by the Borrower solely to repay outstanding Term Loans-C and Term Loans-D." Section 8. Amendment to the Covenant Limiting Restrictions on Subsidiaries. Section 5.18 of the Credit Agreement is amended by (i) deleting the reference to the "Amendment 1 Effective Date" contained in clause (vii)(y) thereof and substituting it with a reference to the "Amendment 2 Effective Date" and (ii) adding the following parenthetical at the end of such clause "(or, solely with respect to New Senior Notes issued after the Amendment 2 Effective Date, as in effect on the date of issuance of such notes)". Section 9. Amendments to the Covenant Requiring the Issuance of Additional Securities. Section 5.21 of the Credit Agreement is amended by: (a) deleting the phrase "On or prior to June 30, 2000" set forth in the introductory clause thereof; (b) adding the phrase "on or prior to June 30, 2000" at the beginning of clause (a) thereof; (c) adding the phrase "on or prior to June 30, 2002" at the beginning of clause (b) thereof; and (d) amending the proviso contained therein by (i) deleting the "and" at the end of clause (i) thereof and replacing it with a comma, (ii) deleting the reference to "Amendment 1 Effective Date" contained in clause (ii) thereof and replacing it with a reference to "Amendment 2 Effective Date", and (iii) adding new clauses (iii), (iv) and (v) immediately after clause (ii) thereof, to read in their 6 entirety as follows: "(iii) the amount of common stock required by clause (a) shall be reduced by up to $150,000,000 of gross cash proceeds from the sale of preferred equity of the Borrower issued pursuant to one or more Equity Issuances, (iv) the terms of any preferred equity issued by the Borrower pursuant to this Section shall not require the payment of any cash dividends thereon on any date on or prior to the fifth anniversary of the Amendment 2 Effective Date or the scheduled redemption thereof in whole or in part on any date on or prior to the tenth anniversary of the Amendment 2 Effective Date and (v) the Borrower shall not be required to comply with the provisions of clause (b) at any date on or after the Junior Securities Release Date. "Junior Securities Release Date" means the first date on which (i) all Term Loans-C and Term Loans-D (including all interest and fees accrued thereon) have been repaid in full and (ii) (x) the Borrower has Senior Debt Ratings at or above the level of Ba2 by Moody's and BB by S&P or (y) the ratio of (1) Adjusted Debt at the last day of the Fiscal Quarter ended on or most recently prior to such date and with respect to which the Borrower has delivered the financial statements required to be delivered by it pursuant to Section 5.01(a) or (b) minus unencumbered cash and cash equivalents (other than by Liens created under the Collateral Documents) on such day (but excluding in any event any cash taken into account in the calculation of Adjusted Debt) to (2) Adjusted EBITDA for the period of four consecutive Fiscal Quarters ended on the last day of such Fiscal Quarter, does not exceed 3.00:1, and the Borrower shall have delivered to the Administrative Agent a certificate of the chief financial officer or the chief accounting officer of the Borrower so certifying and setting forth in reasonable detail the calculations on the basis of which such certification is being made. Section 10. Certain Permitted Debt. (a) Clause (j) of Section 5.09 is amended by adding the following phrase at the end thereof "and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by Section 5.22(c)". (b) Clause (g) of Section 5.10 is amended by adding the following phrase at the end thereof "and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by Section 5.22(c) at such time". (c) The following parenthetical is added at the end of Section 5.22(c) of the Credit Agreement: "other than (i) if such Subject Assets Transferee is a Subsidiary, Debt permitted to be incurred under Section 5.10(g) and (ii) if such Subject Assets Transferee is not a Subsidiary, Debt in an aggregate principal amount not to exceed (x) $50,000,000 less (y) the aggregate outstanding principal amount of Debt of Subsidiaries permitted solely by clause (g) of Section 5.10 7 at such time less (z) the aggregate outstanding principal amount of Debt secured by Liens permitted solely by clause (j) of Section 5.09 at such time". Section 11. Changes in Pricing. The Pricing Schedule is amended in its entirety and replaced by the Pricing Schedule attached hereto. Section 12. Term Loan-E Lenders. Promptly after the date hereof, the Arranger and the Syndication Agent intend to organize a syndicate of banks and other financial institutions to provide a new tranche of term loans to the Borrower under the Credit Agreement, such lenders to be the "Term Loan-E Lenders" and such loans to be the "Term Loans-E", in each case contemplated by the Credit Agreement as amended and restated hereby; provided that the aggregate amount of commitments to provide such loans shall not exceed $2,750,000,000 minus the gross cash proceeds to be received by the Borrower on the Amendment 2 Effective Date from the issuance and sale of New Senior Notes (as defined in the Credit Agreement as amended and restated hereby). If any such financial institutions approved by the Borrower agree to commit to provide such loans and the Borrower, the Syndication Agent, the Arranger and such financial institutions agree on the pricing of such loans then, prior to the Amendment 2 Effective Date, the Administrative Agent shall distribute to the Borrower and to each such financial institution a schedule (the "Term Loan-E Commitment Schedule") setting forth the name of each such financial institution, the amount of the commitment of such financial institution to make such loans, the final maturity date of such loans, and the principal amount of each amortization payment with respect to such loans to be made by the Borrower (expressed as a dollar amount) and the date thereof (calculated as set forth in Section 2.04(h)(i) of the Credit Agreement as amended and restated hereby) and the Borrower and each such financial institution shall execute an instrument in form and substance satisfactory to the Administrative Agent pursuant to which the Borrower and each such financial institution shall acknowledge acceptance of such schedule and the terms set forth therein. On the Amendment 2 Effective Date, each financial institution identified on the Term Loan-E Commitment Schedule shall become a "Term Loan-E Lender" under the Credit Agreement with a Term Loan-E Commitment as set forth on such Schedule opposite such financial institution's name, and shall have all the rights, and be subject to all of the obligations, of a "Term Loan-E Lender" under the Credit Agreement as amended and restated hereby and the other Loan Documents. Section 13. Governing Law. This Amendment and Restatement shall be governed by and construed in accordance with the laws of the State of New York. 8 Section 14. Counterparts. This Amendment and Restatement 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 15. Effectiveness. This Amendment and Restatement shall become effective on the first date (the "Amendment 2 Effective Date") on which all the following conditions have been satisfied: (a) receipt by the Administrative Agent of counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agent of (x) an opinion (addressed to the Agents and the Lenders) of Baker & Botts L.L.P., special counsel for the Obligors, substantially to the effect of Exhibit E to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment and Restatement and (y) an opinion (addressed to the Agents and the Lenders) of Robert J. Millstone, General Counsel of the Borrower, substantially to the effect of Exhibit F to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment and Restatement, each dated the Amendment 2 Effective Date and each covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) receipt by the Administrative Agent of an opinion (addressed to the Agents and the Lenders) of Davis Polk & Wardwell, special counsel for the Agents, substantially to the effect of Exhibit G to the Credit Agreement with reference to the Loan Documents after giving effect to this Amendment, dated the Amendment 2 Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (d) receipt by each of the Agents, the Arranger and the Co-Arrangers of payment of all other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Amendment 2 Effective Date in connection with the Loan Documents; 9 (e) the fact that all conditions to effectiveness of Amendment No. 1 to the Credit Agreement dated as of April 1, 1999 ("Amendment No. 1") shall have been satisfied; (f) receipt by the Administrative Agent, for the account of each Term Loan-E Lender that has so requested at least 2 Domestic Business Days prior to the Amendment 2 Effective Date, of a Note duly executed by the Borrower and payable to the order of such Term Loan-E Lender and evidencing the Borrower's obligations to repay the Term Loans-E made by such Term Loan-E Lender; (g) receipt by the Administrative Agent of a duly executed Notice of Borrowing with respect to a Borrowing of Term-E Loans to be made on the Amendment 2 Effective Date in an aggregate principal amount equal to the aggregate amount of the Term Loan-E Commitments (as set forth on the Term Loan-E Commitment Schedule); (h) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of each Obligor, the corporate authority for the Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to such Agent in its sole good faith discretion; (i) receipt by the Administrative Agent of evidence satisfactory to it that the Borrower shall have consummated (i) an issuance of common stock of the Borrower pursuant to an Equity Issuance for gross cash proceeds (i.e., total cash proceeds before underwriting discounts and commissions and expenses of issuance) of not less than $350,000,000; (ii) an issuance of New Senior Subordinated Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $500,000,000; and (iii) an issuance of New Senior Notes (as defined in the Credit Agreement as amended and restated hereby) pursuant to a Debt Incurrence for gross cash proceeds of not less than the difference between $1,000,000,000 and the gross cash proceeds of the issuance of New Senior Subordinated Notes contemplated by clause (ii); and (j) receipt by the Administrative Agent of evidence satisfactory to it that the Borrower shall apply all of the proceeds of the Term Loans-E to be made on the Amendment 2 Effective Date and of the Equity Issuances and the Debt Incurrences described in clause (i) to repay the Term Loans-C and the Term Loans-D, in the order specified in Section 2.04(e) of the Credit Agreement, together with accrued and unpaid interest thereon and any amount payable under Section 2.11 of the Credit Agreement in connection with such repayment. 10 Promptly after the Amendment 2 Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. Section 16. Certain Changes to Amendment No. 1. The parties hereto agree that (i) the Pricing Schedule attached to Amendment No. 1 is deleted and substituted in its entirety with the Pricing Schedule attached hereto, (ii) the conditions to effectiveness set forth in Section 26(i) of Amendment No. 1 shall be satisfied if the Borrower shall have satisfied the condition set forth in Section 15(i) of this Amendment and Restatement and (iii) in addition to the conditions to effectiveness set forth in Section 26 thereof, it shall be a condition precedent to the effectiveness of Amendment No.1 that the Administrative Agent shall have received evidence satisfactory to it that this Amendment and Restatement shall become effective simultaneously with Amendment No.1 becoming effective. Section 17. Consent to Amendments to Collateral Documents. Each Lender party hereto consents to the execution and delivery by the Administrative Agent of such amendments to the Collateral Documents as shall be necessary or desirable to order to permit any New Senior Notes (as defined in the Credit Agreement as amended and restated hereby) to be secured by the Collateral as contemplated by clause (iii) of the definition thereof. Section 18. Effect of Amendment and Restatement. Except as expressly amended by this Amendment and Restatement, the provisions of the Credit Agreement remain in full force and effect. The parties hereto agree that the Credit Agreement shall be restated in its entirety to read as set forth in the Credit Agreement with the amendments specified herein and hereby reaffirm the Credit Agreement as so amended and restated without the necessity of attaching a full copy of the Credit Agreement as so amended and restated. 11 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. LYONDELL CHEMICAL COMPANY By: ---------------------------------------------- Title: Vice President, Finance & Treasurer Address: 1221 McKinney Suite 1600 Houston, TX 77002 Facsimile: (713) 652-4140 12 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and as Lender By: --------------------------------- Name: Title: DLJ CAPITAL FUNDING, INC., as Syndication Agent and as Lender By: --------------------------------- Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Documentation Agent and as Lender By: --------------------------------- Name: Title: THE CHASE MANHATTAN BANK, as Documentation Agent By: --------------------------------- Name: Title: 13 CITIBANK, N.A., as Documentation Agent and as Lender By: --------------------------------- Name: Title: NATIONSBANK, N.A., as Documentation Agent and as Lender By: --------------------------------- Name: Title: CHASE BANK OF TEXAS NATIONAL ASSOCIATION By: --------------------------------- Name: Title: ABN AMRO BANK N.V. By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: 14 ALLSTATE INSURANCE COMPANY By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: ARCHIMEDES FUNDING, LLC By: --------------------------------- Name: Title: BANK OF MONTREAL By: --------------------------------- Name: Title: 15 THE BANK OF NEW YORK By: --------------------------------- Name: Title: THE BANK OF NOVA SCOTIA By: --------------------------------- Name: Title: THE BANK OF TOKYO-MITSUBISHI LTD., HOUSTON AGENCY By: --------------------------------- Name: Title: BANKBOSTON, N.A. By: --------------------------------- Name: Title: 16 BANQUE NATIONALE DE PARIS By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: BARCLAYS BANK PLC By: --------------------------------- Name: Title: BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: 17 BHF - BANK AKTIENGESELLSCHAFT By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: CIBC INC. By: --------------------------------- Name: Title: MONUMENTAL LIFE INSURANCE COMPANY, successor by merger to Commonwealth Life Insurance co. By: --------------------------------- Name: Title: 18 COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: --------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: 19 CRESCENT / MACH I PARTNERS LP By: TCW Asset Management Company, its investment manager By: --------------------------------- Name: Title: CYPRESS TREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: --------------------------------- Name: Title: CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. its Managing Member By: --------------------------------- Name: Title: CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: --------------------------------- Name: Title: 20 DEBT STRATEGIES FUND, INC. By: --------------------------------- Name: Title: DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as investment advisor By: --------------------------------- Name: Title: THE FIRST NATIONAL BANK OF CHICAGO By: --------------------------------- Name: Title: 21 FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc., as attorney-in-fact By: --------------------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By: --------------------------------- Name: Title: THE FUJI BANK, LIMITED, NEW YORK BRANCH By: --------------------------------- Name: Title: GCB INVESTMENTS PORTFOLIO By: Citibank, N.A., as manager By: --------------------------------- Name: Title: 22 ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC By: ING Capital Advisors LLC, as investment advisor By: --------------------------------- Name: Title: KZH III LLC By: --------------------------------- Name: Title: KZH IV LLC By: --------------------------------- Name: Title: KZH CNC LLC By: --------------------------------- Name: Title: 23 KZH-CYPRESSTREE-1 LLC By: --------------------------------- Name: Title: KZH ING-2 LLC By: --------------------------------- Name: Title: KZH SOLEIL-2 LLC By: --------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: 24 MASSMUTUAL HIGH YIELDPARTNERS II, LLC By: HYP Management, Inc. as managing member By: --------------------------------- Name: Title: MEDICAL LIABILITY MUTUAL INSURANCE COMPANY By: Invesco Senior Secured Management, Inc., as investment manager By: --------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: --------------------------------- Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: 25 ML CLO XIX STERLING (CAYMAN) LTD. By: Sterling Asset Manager, L.L.C., as its investment advisor By: --------------------------------- Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: --------------------------------- Name: Title: NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its agent By: Greenwich Capital Markets, Inc., its agent By: --------------------------------- Name: Title: NEW YORK LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: 26 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Insurance Company By: --------------------------------- Name: Title: OCTAGON LOAN TRUST By: Octagon Credit Investors, as manager By: --------------------------------- Name: Title: ORIX USA CORPORATION By: --------------------------------- Name: Title: OSPREY INVESTMENTS PORTFOLIO By: Citibank, N.A., as manager By: --------------------------------- Name: Title: 27 PRIMERICA LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: ROYAL BANK OF CANADA By: --------------------------------- Name: Title: THE ROYAL BANK OF SCOTLAND PLC By: --------------------------------- Name: Title: SENIOR HIGH INCOME PORTFOLIO INC. By: --------------------------------- Name: Title: SOCIETE GENERALE, SOUTHWEST AGENCY By: --------------------------------- Name: Title: 28 STEIN ROE & FARNHAM INCORPORATED, as agent for Keyport Life Insurance Company By: --------------------------------- Name: Title: STRONG CAPITAL MANAGEMENT By: --------------------------------- Name: Title: THE SUMITOMO BANK, LIMITED By: --------------------------------- Name: Title: THE TOKAI BANK, LIMITED, NEW YORK BRANCH By: --------------------------------- Name: Title: 29 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By: -------------------------------- Name: Title: THE TRAVELERS INSURANCE COMPANY By: -------------------------------- Name: Title: UNITED OF OMAHA LIFE INSURANCE COMPANY By: Invesco Senior Secured Management, Inc., as portfolio advisor By: -------------------------------- Name: Title: 30 UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company, its investment advisor By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: VAN KAMPEN AMERICAN CAPITAL By: -------------------------------- Name: Title: SEQUILS I, LTD. By: TCW Advisors, Inc. as its collateral manager By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: 31 WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: 32 AERIES FINANCE LTD. By: -------------------------------- Name: Title: AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By: -------------------------------- Name: Title: AMARA-1 FINANCE LTD. By: -------------------------------- Name: Title: ARAB AMERICAN BANK By: -------------------------------- Name: Title: ARAB BANK PLC By: -------------------------------- Name: Title: 33 ARCHIMEDES FUNDING II, LTD By: ING Capital Advisors, LLC., as collateral manager By: -------------------------------- Name: Title: BALANCED HIGH YIELD FUND II By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA, NASSAU BRANCH By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: 34 BANK LEUMI USA By: -------------------------------- Name: Title: BANK POLSKA KASA OPIEKI S.A. PEKAO S.A. GROUP, NEW YORK BRANCH By: -------------------------------- Name: Title: BANKERS TRUST COMPANY By: -------------------------------- Name: Title: BATTERSON PARK, CBO I By: General Re-New England Asset Management Inc., as collateral manager By: -------------------------------- Name: Title: 35 BEAR STEARNS INVESTMENT PRODUCTS INC. By: -------------------------------- Name: Title: BELLSOUTH DOMESTIC BOND (ACCT 26) By: Pacific Investment Management Company, as its investment advisor, acting through State Street Bank & Trust Co. in the nominee name of Marine Crew & Co. By: -------------------------------- Name: Title: BELLSOUTH GLOBAL BOND (ACCT 826) By: Pacific Investment Management Company, as its investment advisor, acting through State Street Bank & Trust Co. in the nominee name of Marine Crew & Co. By: -------------------------------- Name: Title: 36 CAPTIVA FINANCE LTD. By: -------------------------------- Name: Title: CAPTIVA II FINANCE LTD. By: -------------------------------- Name: Title: CAPTIVA III FINANCE, LTD., as advised by Pacific Investment Management Company By: -------------------------------- Name: Title: CARAVELLE INVESTMENT FUND, L.L.C. By: -------------------------------- Name: Title: CARILLON HOLDING, LIMITED By: -------------------------------- Name: Title: 37 CERES FINANCE LTD. By: -------------------------------- Name: Title: CHANCELLOR/TRITON CBO, LIMITED By: Invesco Senior Secured Management, Inc., as collateral manager By: -------------------------------- Name: Title: CHANG HWA COMMERCIAL BANK LTD., NEW YORK BRANCH By: -------------------------------- Name: Title: CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY By: -------------------------------- Name: Title: 38 CHINATRUST BANK (U.S.A.) By: -------------------------------- Name: Title: DELANO COMPANY By: Pacific Investment Management Company, as its investment advisor By: -------------------------------- Name: Title: ELC (CAYMAN) LTD. By: -------------------------------- Name: Title: FC CBO LIMITED By: -------------------------------- Name: Title: 39 FC CBO II LIMITED By: -------------------------------- Name: Title: FIRST COMMERCIAL BANK By: -------------------------------- Name: Title: FIRST DOMINION FUNDING I By: -------------------------------- Name: Title: FIRST UNION NATIONAL BANK By: -------------------------------- Name: Title: 40 GALAXY CLO 1999-1, LTD. By: SAI Investment Adviser, Inc., its collateral manager By: -------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: -------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: -------------------------------- Name: Title: GUARANTY FEDERAL BANK, F.S.B. By: -------------------------------- Name: Title: 41 GULF INTERNATIONAL BANK B.S.C. By: -------------------------------- Name: Title: IKB DEUTSCHE INDUSTRIEBANK AG LUXEMBOURG BRANCH By: -------------------------------- Name: Title: IMPERIAL BANK By: -------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital Luxembourg, as collateral manager By: -------------------------------- Name: Title: 42 INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital Luxembourg By: -------------------------------- Name: Title: ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P. By: ING Capital Advisors, LLC, as investment advisor By: -------------------------------- Name: Title: INTEGRITY LIFE INSURANCE By: -------------------------------- Name: Title: KBC BANK By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: 43 KZH CRESCENT-3 LLC By: -------------------------------- Name: Title: KZH CRESCENT LLC By: -------------------------------- Name: Title: KZH CRESCENT-2 LLC By: -------------------------------- Name: Title: KZH HIGHLAND-2 LLC By: -------------------------------- Name: Title: KZH STERLING LLC By: -------------------------------- Name: Title: 44 KZH ING-3 LLC By: -------------------------------- Name: Title: KZH PAMCO LLC By: -------------------------------- Name: Title: KZH SHENKMAN LLC By: -------------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: -------------------------------- Name: Title: 45 MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: -------------------------------- Name: Title: MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management, L.P., as investment advisor By: -------------------------------- Name: Title: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: -------------------------------- Name: Title: 46 MITSUBISHI TRUST AND BANKING CORPORATION By: -------------------------------- Name: Title: ML CBO IV (CAYMAN) LTD. By: Highland Capital Management, L.P. as collateral manager By: -------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: -------------------------------- Name: Title: MOUNTAIN CAPITAL CLO I, LTD. By: -------------------------------- Name: Title: 47 MONY LIFE INSURANCE COMPANY, as successor by operation of law to The Mutual Life Insurance Company of New York By: -------------------------------- Name: Title: NORSE CBO, LTD. By: Peterson Capital Management, Llc as its investment advisor By: Peterson Capital Advisors, LLC its manager and pursuant to delegated authority By: -------------------------------- Name: Title: NORTHWOODS CAPITAL, LIMITED By: Angelo, Gordon & Co., L.P., as collateral manager By: -------------------------------- Name: Title: 48 OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-I, LTD. By: -------------------------------- Name: Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as investment advisor By: -------------------------------- Name: Title: PACIFICA PARTNERS 1, L.P., By: Imperial Credit Asset Management, as its investment manager By: -------------------------------- Name: Title: PAM CAPITAL FUNDING LP By: Highland Capital Management, L.P. as collateral manager By: -------------------------------- Name: Title: 49 PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as collateral manager By: -------------------------------- Name: Title: MONUMENTAL LIFE INSURANCE COMPANY, successor by merger to Peoples Security Life Insurance Company By: -------------------------------- Name: Title: PILGRIM PRIME RATE TRUST By: Pilgrim Investments Inc., as its investment manager By: -------------------------------- Name: Title: ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim America Investments, Inc. as its investment manager By: -------------------------------- Name: Title: 50 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim America Investments, Inc., as its investment advisor By: -------------------------------- Name: Title: PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: Pilgrim America Investments, Inc. as its investment manager By: -------------------------------- Name: Title: PILGRIM AMERICA PRIME RATE TRUST By: Pilgrim America Investments, Inc. as its investment manager By: -------------------------------- Name: Title: 51 ATHENA CDO, LIMITED By: Pacific Investment Management Company as its investment advisor By: -------------------------------- Name: Title: PIMCO HIGH YIELD FUND (ACCT 705) By: Pacific Investment Management Company, as its investment advisor acting through investors fiduciary trust company in the nominee name of IFTCO By: -------------------------------- Name: Title: ILLINOIS TEACHERS RETIREMENT SYSTEM (ACCT 59) By: Pacific Investment Management Company as investment advisor, acting through Northern Trust Company in the nominee name of How & Co. By: -------------------------------- Name: Title: 52 SAMARITAN HEALTH SYSTEM By: Pacific Investment Management Company as its investment advisor, acting through Bankers Trust Company in the nominee name of Pitt & Co. By: -------------------------------- Name: Title: STOCKSPLUS LP SUBFUND A (ACCT 401), By: Pacific Investment Management Company as investment advisor, acting through Investors Fiduciary Trust Company in the nominee name of IFTCO By: -------------------------------- Name: Title: PIMCO TOTAL RETURN FUND (ACCT 700) By: Pacific Investment Management Company, as investment advisor, acting through Investors Fiduciary Trust Company in the nominee name of IFTCO By: -------------------------------- Name: Title: 53 WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND U INVESTMENTS (ACCT 420) By: Pacific Investment Management Company, as its investment advisor, acting through the Chase Manhattan Bank in the nominee name of Atwell & Co. By: -------------------------------- Name: Title: PNC BANK, N. A. By: -------------------------------- Name: Title: PROVIDENT CBO I, LIMITED By: Provident Investment Management, LLC By: -------------------------------- Name: Title: PUTNAM ASSET ALLOCATION FUNDS - BALANCED PORTFOLIO By: -------------------------------- Name: Title: 54 PUTNAM DIVERSIFIED INCOME TRUST By: -------------------------------- Name: Title: PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD TRUST II By: -------------------------------- Name: Title: PUTNAM HIGH YIELD ADVANTAGE FUND By: -------------------------------- Name: Title: PUTNAM HIGH YIELD TRUST By: -------------------------------- Name: Title: PUTNAM MASTER INTERMEDIATE INCOME TRUST By: -------------------------------- Name: Title: 55 PUTNAM PREMIER INCOME TRUST By: -------------------------------- Name: Title: PUTNAM VARIABLE TRUST - PVT HIGH YIELD FUND By: -------------------------------- Name: Title: PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND By: -------------------------------- Name: Title: REPUBLIC NATIONAL BANK OF NEW YORK By: -------------------------------- Name: Title: 56 ROYALTON COMPANY By: Pacific Investment Management Company, as its investment advisor By: -------------------------------- Name: Title: SANKATY HIGH YIELD ASSET PARTNERS, L.P. By: -------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as investment advisor By: -------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST, By: Eaton Vance Management, as investment advisor By: -------------------------------- Name: Title: 57 SOMERS CDO, LIMITED By: -------------------------------- Name: Title: SOUTHERN PACIFIC BANK By: -------------------------------- Name: Title: SRF TRADING, INC. By: -------------------------------- Name: Title: SRV-HIGHLAND, INC. By: -------------------------------- Name: Title: 58 STATE STREET BANK AND TRUST COMPANY, as trustee for General Motors Cash Management Master Trust By: -------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY, as trustee for General Motors Welfare Benefits Trust By: -------------------------------- Name: Title: STRATA FUNDING LTD. By: -------------------------------- Name: Title: STRONG ADVANTAGE FUND, INC. By: -------------------------------- Name: Title: 59 SUN TRUST BANK, ATLANTA By: -------------------------------- Name: Title: TAIPEI BANK, NEW YORK AGENCY By: -------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: -------------------------------- Name: Title: THE TOYO TRUST & BANKING CO., LTD. By: -------------------------------- Name: Title: 60 TRAVELERS CORPORATE LOAN FUND, INC., By: Travelers Asset Management International Corporation By: -------------------------------- Name: Title: VAN KAMPEN CLO I, LIMITED By: Van Kampen Management, Inc., as collateral manager By: -------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: -------------------------------- Name: Title: VAN KAMPEN SENIOR INCOME TRUST By: -------------------------------- Name: Title: 61 VAN KAMPEN SENIOR FLOATING RATE FUND By: -------------------------------- Name: Title: 62 J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Ensign Peak Advisors, Inc. Saint Gems By: -------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for Ford Motor Company Cash State Street Bank - Custodian By: -------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Interpayment Service Limited/Thomas Cook Bank of New York (Brussels) Custodian By: -------------------------------- Name: Title: 63 J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the Interpayment Service Limited/Thomas Cook Corporate Cash - Domestic Bank of New York Custodian By: -------------------------------- Name: Title: J.P. MORGAN INVESTMENT MANAGEMENT INC., as Investment Manager for the JPM US Global Strategic Income Fund (Special Situation Portfolio) Chase Luxembourg Custodian By: -------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Investment Manager for the Apple IV-High Yield-State Street Bank & Trust Company London-Master Custodian By: -------------------------------- Name: Title: 64 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee for the Commingled Pension Trust Fund By: -------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Investment Manager for the Global Strategic Income Portfolio (Special Situation Portfolio) State Street Bank & Trust By: -------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Advisor of JP Morgan High Yield Fund, LLC By: -------------------------------- Name: Title: 65 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee for the MGT High Yield Bond Fund By: -------------------------------- Name: Title: 66 EX-99.1 4 PRESS RELEASE DATED APRIL 12, 1999 Lyondell Revises Proposed Refinancing Plan HOUSTON, April 12 -- Lyondell Chemical Company has revised its previously announced proposed refinancing plan to more fully address the Company's near- term debt repayment requirements. Under the revised proposal, Lyondell intends to raise $2.25 billion or more in debt and to sell approximately 35 million shares of common stock, all during the current quarter. All net proceeds will be applied to pay in full $1.25 billion of bank debt due June 30, 1999 and to significantly reduce the $2 billion of bank debt due June 30, 2000. Implementation of the revised proposal is conditioned on majority approval by the lenders under Lyondell's credit facility. The common stock will be sold in an underwritten public offering. The debt portion of the plan will include new senior secured notes and senior subordinated notes that will be offered only to qualified institutional buyers. Such notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration. In addition, the Company may arrange a new tranche under its existing bank credit facility. Lyondell Chemical Company, with headquarters in Houston, Texas, is the world's largest producer of propylene oxide (PO); the world's number two supplier of polyols and TDI (toluene diisocyanate); a leading producer of propylene glycol; a leading producer of other PO derivatives such as BDO (butanediol) and PGE (propylene glycol ether); and a producer of styrene monomer and MTBE as co- products of PO production. Through its 41% interest in Equistar Chemicals, LP, Lyondell is also the largest producer of ethylene, propylene and polyethylene in North America and a leading producer of high value-added specialty polymers, color concentrates and polymeric powder. Through its 58.75% interest in LYONDELL-CITGO Refining LP., Lyondell is one of the largest and most profitable refiners in the United States, processing very heavy Venezuelan crude oil to produce gasoline, low sulfur diesel and jet fuel. Lyondell is the third largest methanol producer in the U.S., through its 75% interest in Lyondell Methanol Company, L.P. -----END PRIVACY-ENHANCED MESSAGE-----