-----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, IUcRM2OJNgU3zm8zqstF5Bcmv8q8eH/1Yr9uQqeluYV5w2D9kBhJ/nZeYfto98ph DwRwA2Jbs2HVZ9iWb8fHmw== 0001181431-05-027446.txt : 20050512 0001181431-05-027446.hdr.sgml : 20050512 20050512131138 ACCESSION NUMBER: 0001181431-05-027446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050512 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL CHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10145 FILM NUMBER: 05823424 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-652-7200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: LYONDELL PETROCHEMICAL CO DATE OF NAME CHANGE: 19920703 8-K 1 rrd78668.htm SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): May 12, 2005

 

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, Suite 700, Houston, Texas 77010

(Address of principal executive offices) (Zip Code)

(713) 652-7200

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The description set forth below is qualified in its entirety by the full text of the document to which it refers, which document is filed herewith.

 

Item 1.01 Entry into a Material Definitive Agreement

On May 12, 2005, Millennium Chemicals Inc. ("Millennium"), a wholly owned subsidiary of Lyondell Chemical Company, entered into an amendment (the "Amendment") to its Credit Agreement, dated June 18, 2001 among Millennium America Inc., as Borrower and Guarantor, Millennium Inorganic Chemicals Limited, as Borrower, certain borrowing subsidiaries of Millennium, from time to time party thereto, Millennium, as Guarantor, the lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.  The Amendment allows Millennium to prepay certain of its indebtedness.

The Amendment is being filed with this Current Report on Form 8-K as Exhibit 4.28(g).

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

4.28(g) Seventh Amendment, dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, with the Bank of America, N.A., JP Morgan Chase Bank and the lenders party thereto

 

 

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/ Kerry A. Galvin

Name: Kerry A. Galvin

Title: Senior Vice President, General Counsel & Secretary

 

Date: May 12, 2005

INDEX TO EXHIBITS

Exhibit

Number Description

4.28(g) Seventh Amendment, dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, with the Bank of America, N.A., JP Morgan Chase Bank and the lenders party thereto

 EX-4.28(G) 2 rrd78668_5799.htm EXECUTION COPY

SEVENTH AMENDMENT dated as of May 12, 2005 (this "Amendment"), to the CREDIT AGREEMENT dated as of June 18, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among MILLENNIUM AMERICA INC., a Delaware corporation ("Millennium America"); MILLENNIUM INORGANIC CHEMICALS LIMITED, a corporation organized under the laws of England ("MICL"); the other BORROWING SUBSIDIARIES from time to time party thereto; MILLENNIUM CHEMICALS INC., a Delaware corporation ("Millennium"), as Guarantor; the lenders from time to time party thereto (the "Lenders"); the Issuing Banks from time to time party thereto; BANK OF AMERICA, N.A., as Syndication Agent; and JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent.

WHEREAS, Millennium, Millennium America and MICL have requested that certain provisions of the Credit Agreement be modified or waived in the manner provided in this Amendment, and the undersigned Lenders are willing to agree to such modifications on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Millennium, Millennium America, MICL and the undersigned Lenders, constituting at least the Required Lenders, hereby agree as follows:

      1. Defined Terms. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement as amended hereby.
      2. Amendment to Section 6.07(b). Section 6.07(b) of the Credit Agreement is hereby amended by:
        1. deleting the word "and" after clause (iii) of Section 6.07(b);
        2. replacing the period at the end of clause (iv) of Section 6.07(b) with "; and"; and
        3. inserting the following clause at the end of Section 6.07(b):

        "(v) voluntary repurchases of Indebtedness in the form of bonds, debentures, notes or similar instruments; provided that immediately prior to and after giving effect to each such repurchase (x) no Lender shall have any Revolving Exposure (other than LC Exposure) and (y) no Default or Event of Default shall have occurred and be continuing."

      3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Millennium, Millennium America and MICL represents and warrants that, after giving effect to this Amendment:
        1. The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate to an earlier date), with all references to "this Agreement" being deemed to refer to the Credit Agreement as amended hereby;
        2. No Default or Event of Default has occurred and is continuing; and
        3. This Amendment has been duly executed and delivered by each of Millennium, Millennium America, MICL and each other Borrowing Subsidiary, and this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of each such party, enforceable in accordance with its terms.
      4. Conditions to Effectiveness. This Amendment shall become effective when the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) Millennium, (ii) Millennium America, (iii) MICL, (iv) each other Borrowing Subsidiary, and (v) the Required Lenders.
      5. Effect of Amendment. From and after the effectiveness hereof, each reference in the Credit Agreement to "this Agreement", "hereunder", "herein", "hereof", "hereto" or any word or phrase of like import shall mean and be a reference to the Credit Agreement as amended hereby. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Millennium, Millennium America or MICL to a consent to, or a waiver, amendment, modification or other change of, an y of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically amended hereby.
      6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.
      7. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
      8. Headings. Section headings used herein are for convenience of reference only, are not part of, and are not to be taken into consideration in interpreting, this Amendment.
      9. Expenses. Millennium America shall reimburse the Administrative Agent for its expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.

 

IN WITNESS WHEREOF, Millennium, Millennium America, MICL, the other Loan Parties and the undersigned Lenders have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first above written.

MILLENNIUM CHEMICALS INC.,

By /s/ Karen A. Twitchell                        

Name: Karen A. Twitchell

Title: Vice President and Treasurer

MILLENNIUM AMERICA INC.,

By /s/ Karen A. Twitchell                       

Name: Karen A. Twitchell

Title: Vice President and Treasurer

MILLENNIUM INORGANIC CHEMICALS LIMITED,

By /s/ Steve Box                             

Name: Steve Box

Title: Director

To approve the Seventh Amendment dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, as amended, among Millennium America Inc., Millennium Inorganic Chemicals Limited, the other Borrowing Subsidiaries from time to time party thereto, Millennium Chemicals Inc., as Guarantor, the Lenders party thereto, the Issuing Banks party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

Name of Borrowing Subsidiary:

                            

By                             
 Name:

Title:

 

 

 

To approve the Seventh Amendment dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, as amended, among Millennium America Inc., Millennium Inorganic Chemicals Limited, the other Borrowing Subsidiaries from time to time party thereto, Millennium Chemicals Inc., as Guarantor, the Lenders party thereto, the Issuing Banks party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

Name of Institution:

JPMORGAN CHASE BANK, N.A.

By /s/ Stacey Haimes                             
 Name: Stacey Haimes

Title: Vice President

To approve the Seventh Amendment dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, as amended, among Millennium America Inc., Millennium Inorganic Chemicals Limited, the other Borrowing Subsidiaries from time to time party thereto, Millennium Chemicals Inc., as Guarantor, the Lenders party thereto, the Issuing Banks party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

Name of Institution:

BANK OF AMERICA, N.A.

By /s/ Ronald E. McKaig                             
 Name: Ronald E. McKaig

Title: Senior Vice President

To approve the Seventh Amendment dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, as amended, among Millennium America Inc., Millennium Inorganic Chemicals Limited, the other Borrowing Subsidiaries from time to time party thereto, Millennium Chemicals Inc., as Guarantor, the Lenders party thereto, the Issuing Banks party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

Name of Institution:

LLOYDS TSB BANK PLC

By /s/ Nicholas J. Bruce                             
 Name: Nicholas J. Bruce

Title: VP, Business Support

By: /s/ Steven A. Tal                             
 Name: Steven A. Tal

Title: Senior Vice President and

General Counsel

To approve the Seventh Amendment dated as of May 12, 2005, to the Credit Agreement dated as of June 18, 2001, as amended, among Millennium America Inc., Millennium Inorganic Chemicals Limited, the other Borrowing Subsidiaries from time to time party thereto, Millennium Chemicals Inc., as Guarantor, the Lenders party thereto, the Issuing Banks party thereto, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent

Name of Institution:

SOCIÉTÉ GÉNÉRALE

By /s/ Elena Robciuc                             
 Name: Elena Robciuc

Title: Vice-President

 

 

 

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