Amendment No. 1 to Lyondell-CITGO Refining LP Term Credit Agreement with Lenders

Summary

This amendment, effective April 30, 2003, modifies the Term Credit Agreement between Lyondell-CITGO Refining LP and its lenders, including Credit Suisse First Boston as agent. The amendment clarifies how distributions payable to partners are calculated for determining the company's consolidated net worth, ensuring that delayed billing for crude oil does not reduce net worth. The agreement remains otherwise unchanged, and the amendment is effective once signed by the required parties and fees are paid.

Read More Arrow
EX-4.5 (A) 4 dex45a.txt LCR TERM CREDIT AGREEMENT AMENDMENT Exhibit 4.5(a) AMENDMENT NO. 1 This Amendment No. 1 dated as of April 30, 2003 ("Amendment") is among LYONDELL-CITGO Refining LP, a Delaware limited partnership (the "Borrower"), and the lenders listed on the signature pages to this Amendment ("Lenders"). Subject to the terms of this Amendment, the Borrower and the Lenders executing this Amendment hereby agree as follows: INTRODUCTION A. The Borrower, Credit Suisse First Boston, as administrative agent for the Lenders ("Agent"), and the Lenders are parties to the Term Credit Agreement dated as of December 10, 2002 (the "Credit Agreement"). B. When calculating Consolidated Net Worth, the Borrower and the Lenders intended that, if the amount of distributions required to be paid under Section 7.4(A) of the Partnership Agreement is less than distributions payable to partners (as indicated on the Company's balance sheet) as of the date of any balance sheet, then the amount of distributions payable to partners is limited to the amount of distributions required to be paid on such date. C. Therefore, neither the Borrower nor the Lenders intended that PDVSA's delayed billing for crude oil deliveries to the Borrower would result in an increase in distributions payable to partners and a corresponding reduction in net worth for purposes of determining Consolidated Net Worth. D. Solely for the purposes of avoiding doubt and clarifying the intent of the parties as described in the foregoing paragraphs B and C, the Borrower and the Lenders desire to enter into this Amendment. Section 1. Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. Section 2. Amendment. Section 1.01 of the Credit Agreement is amended by substituting the following for the last sentence in the definition of "Consolidated Net Worth": When calculating Consolidated Net Worth, if the amount of distributions required to be paid under Section 7.4(A) of the Partnership Agreement as of the date of any balance sheet is less than distributions payable to partners (as indicated on the Borrower's balance sheet) as of the date of such balance sheet, then the amount of distributions payable to partners included in the liabilities of the Borrower as of such date shall be limited to the amount of distributions required to be paid under Section 7.4(A) of the Partnership Agreement as of such date. Section 3. Effectiveness. This Amendment shall become effective as of the date of this Amendment, and the Credit Agreement shall be amended as provided in this Amendment, when (a) the Borrower shall have delivered duly and validly executed originals of this Amendment to the Agent, (b) the Required Lenders shall have executed and delivered this Amendment to the Agent and the Borrower, and (c) the Borrower shall have paid to the Agent for the ratable benefit of the Lenders any work fees payable in connection with this Amendment. Section 4. Effect on Loan Documents. (a) Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Agent's or Lenders' rights under the Loan Documents, as amended. (b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Section 5. Choice of Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original. [The remainder of this page has been left blank intentionally.] 2 EXECUTED to be effective as of the date first above written. LYONDELL-CITGO REFINING LP By: \s\ James W. Branch ------------------------------------------ Name: James W. Branch Title: Vice President and General Manager CREDIT SUISSE FIRST BOSTON By: \s\ Lauri Sivaslian ------------------------------------------ Name: Lauri Sivaslian Title: Managing Director By: \s\ James Moran ------------------------------------------ Name: James Moran Title: Director BANK OF AMERICA, N.A. By: \s\ Michael Dillon ------------------------------------------ Name: Michael Dillon Title: Managing Director WESTLB AG, NEW YORK BRANCH By: \s\ Salvatore Battinelli ------------------------------------------ Name: Salvatore Battinelli Title: Managing Director, Credit Department By: \s\ Daniel Hitchcock ------------------------------------------ Name: Daniel Hitchcock Title: Associate Director 3 SUNTRUST BANK By: \s\ Mary-Crawford Dixon ------------------------------------------ Name: Mary-Crawford Dixon Title: Vice President FORTIS CAPITAL CORP By: \s\ Christopher S. Parada ------------------------------------------ Name: Christopher S. Parada Title: Vice President By: \s\ Darrell W. Holley ---------------------------------------- Name: Darrell W. Holley Title: Managing Director BANK OF OKLAHOMA N.A. By: \s\ Robert D. Mattax ------------------------------------------ Name: Robert D. Mattax Title: Senior Vice President FLEET NATIONAL BANK By: \s\ Robert D. Valbona ------------------------------------------ Name: Robert D. Valbona Title: Director THE BANK OF NOVA SCOTIA By: \s\ Vicki Gibson ----------------------------------------- Name: Vicki Gibson Title: Assistant Agent 4 CREDIT LYONNAIS NEW YORK BRANCH By: \s\ Olivier Audemard ------------------------------------------ Name: Olivier Audemard Title: Senior Vice President NATEXIS BANQUES POPULAIRES By: \s\ Daniel Payer ------------------------------------------ Name: Daniel Payer Title: Vice President By: \s\ Louis P. Laville, II ------------------------ Name: Louis P. Laville, III Title: Vice President and Group Manager ARAB BANKING CORPORATION By: \s\ Robert J. Ivosevich ------------------------------------------ Name: Robert J. Ivosevich Title: Deputy General Manager BANK OF SCOTLAND By: \s\ Annie Glynn ------------------------------------------ Name: Annie Glynn Title: Senior Vice President BANK ONE, NA By: \s\ Daniel A. Davis ------------------------------------------ Name: Daniel A. Davis Title: Director 5 JPMORGAN CHASE BANK By: \s\ Robert C. Mertensotto ------------------------------------------ Name: Robert C. Mertensotto Title: Managing Director AIB DEBT MANAGEMENT LIMITED By: \s\ Vaughn Buck ------------------------------------------ Name: Vaughn Buck Title: Vice President By: \s\ Aidan Lanigan ----------------------------------------- Name: Aidan Lanigan Title: Assistant Vice President A3 FUNDING LP By: A3 Fund Management LLC, its general partner By: \s\ Kevin Genda ------------------------------------------ Name: Kevin Genda Title: Vice President ABLECO FINANCE LLC By: \s\ Kevin Genda ------------------------------------------ Name: Kevin Genda Title: Senior Vice President 6 GALAXY CLO 1999-1, LTD By: \s\ W. Jeffrey Baxter ----------------------------------------- Name: W. Jeffrey Baxter Title: Authorized Agent GALAXY CLO 2003-1 LTD By: \s\ John F. Burker ----------------------------------------- Name: John F. Burke Title: Authorized Signatory HAMILTON CDO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: \s\ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner KBC BANK NV By: \s\ Suzana Bacvanovic ----------------------------------------- Name: Suzana Bacvanovic Title: Associate By: \s\ Wim Berbraeken ----------------------------------------- Name: Wim Verbraeken Title: Head of Project Finance 7 KZH RIVERSIDE LLC By: \s\ Susan Lee ------------------------------------------ Name: Susan Lee Title: Authorized Agent KZH SOLEIL LLC By: \s\ Susan Lee ------------------------------------------ Name: Susan Lee Title: Authorized Agent KZH SOLEIL-2 LLC By: \s\ Susan Lee ------------------------------------------ Name: Susan Lee Title: Authorized Agent STANFIELD ARBITRAGE CDO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner STANFIELD CARRERA CLO, LTD By: Stanfield Capital Partners LLC as its Asset Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner 8 STANFIELD CLO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner STANFIELD QUATTRO CLO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner STANFIELD/RMF TRANSATLANTIC CDO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner SUNAMERICA LIFE INSURANCE CO By: \s\ W. Jeffrey Baxter ------------------------------------------ Name: W. Jeffrey Baxter Title: Authorized Agent 9 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: \s\ Christina Jamieson ----------------------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: \s\ Christina Jamieson ------------------------------------ Name: Christina Jamieson Title: Vice President WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager By: \s\ Christopher A. Bondy ------------------------------------------ Name: Christopher A. Bondy Title: Partner 10