EX-4.1:



 




EXHIBIT 4(l)


EXECUTION COPY





	 	 	     AMENDMENT NO. 1 dated as of August 31, 2004
(this “Amendment”), to the Third Amended and
Restated Credit Agreement dated as of January 23,
2001 (the “Credit Agreement”), among AMERADA HESS
CORPORATION, a Delaware corporation, the LENDERS
from time to time party thereto, GOLDMAN SACHS
CREDIT PARTNERS L.P., as joint book runner, joint
lead arranger and sole syndication agent, J.P.
MORGAN SECURITIES INC. (formerly known as Chase
Securities Inc.), as joint book runner and joint
lead arranger, BANK OF AMERICA, N.A., as
co-documentation agent and arranger, CITIBANK, N.A.,
as co-documentation agent and arranger, BARCLAYS
BANK PLC, as co-documentation agent and arranger,
and JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank), as administrative agent.





          A. Pursuant to the Credit Agreement, the Lenders have extended and
agreed to extend credit to the Company on to the terms and subject to the
conditions set forth therein.



          B. The Company has requested an amendment to the Credit Agreement to
establish a letter of credit facility in the amount of $1,500,000,000.



          C. The Required Lenders are willing to agree to such amendment and the
Issuing Banks named herein are willing to act as the Issuing Banks under the
Credit Agreement as amended by this Amendment, in each case on the terms and
subject to the conditions set forth herein.



          D. Each capitalized term used and not otherwise defined herein shall have
the meaning assigned to such term in the Credit Agreement.



          Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:



          SECTION 1. Amendments. (a) Section 1.01 of the Credit Agreement is
hereby amended as follows:




          (i) The definition of “Excluded Taxes” is hereby amended to add
“, any Issuing Bank” immediately after the first reference therein to
“any Lender”.




          (ii) The definition of “Material Indebtedness” is hereby amended
to add “and Letters of Credit” at the end of the parenthetical set
forth therein.




          (iii) The definition of “Revolving Credit Exposure” is hereby
amended and restated in its entirety to read as follows:



 









 






               ““Revolving Credit Exposure” means, with respect to any
Lender at any time, the sum of the outstanding principal amount
of such Lender’s Revolving Loans and its LC Exposure at such
time.”




          (iv) The following definitions are added in the appropriate
alphabetical order:




               ““Amendment Effective Date” means the date of the
First Amendment.




               “First Amendment” means Amendment No. 1 to this Agreement,
dated as of August 31, 2004.




               “Issuing Bank” means JPMorgan Chase Bank, Bank of America,
N.A., Citibank, N.A., BNP Paribas, Barclays Bank PLC, The Royal
Bank of Scotland plc and The Bank of Nova Scotia, each in its
capacity as the issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.18(i). Each
Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such
Affiliate.




               “LC Commitment” means, with respect to any Issuing Bank, the
maximum permitted amount of the LC Exposure that may be
attributable to Letters of Credit issued by such Issuing Bank, as
set forth on Schedule I attached to the First Amendment.




               “LC Disbursement” means a payment made by any Issuing Bank
pursuant to a Letter of Credit.




               “LC Exposure” means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Company
at such time. The LC Exposure of any Lender at any time shall
be its Applicable Percentage of the total LC Exposure at such
time.




               “LC Participation Fee” has the meaning assigned to such
term in Section 2.10(e).




               “Letter of Credit” means any letter of credit issued
pursuant to this Agreement.”




          (b) Section 2.02(c) of the Credit Agreement is hereby amended to add the
following clause at the end of the first proviso set forth therein:




	 	 	“or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.18(e).”




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          (c) Section 2.05(a) of the Credit Agreement is hereby amended to add the
following proviso at the end thereof:




	 	 	“provided that ABR Revolving Loans made to refinance the
reimbursement of an LC Disbursement as provided in Section
2.18(e) shall be remitted by the Administrative Agent to the
applicable Issuing Bank”






          (d) Section 2.07(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




          “(a) Unless previously terminated, the Commitments and
the LC Commitments shall terminate on the Maturity Date.”




          (e) Section 2.10 of the Credit Agreement is hereby amended as
follows:




          (i) The first sentence of paragraph (b) of such Section is hereby
amended and restated in its entirety as follows:




	 	 	“For any day that the aggregate Total Exposure for all Lenders
exceeds 33% of the aggregate Commitments, Company shall pay to
the Administrative Agent for the account of each Lender a
utilization fee (the “Utilization Fee”) equal to the Applicable
Utilization Fee Rate times the aggregate Revolving Credit
Exposure on such date.”






          (ii) The following paragraph (e) is hereby added at the end
of such Section:




               “(e) The Company agrees to pay (i) to the Administrative
Agent for the account of each Lender a participation fee with
respect to its participations in Letters of Credit (an “LC
Participation Fee”), which shall accrue at the Applicable Margin
used to determine interest on Eurodollar Revolving Loans on the
average daily amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Amendment Effective Date
to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to each Issuing Bank a fronting
fee, which shall accrue at the rate of 0.125% per annum on the
average daily amount of the LC Exposure attributable to the
Letters of Credit issued by such Issuing Bank (excluding any
portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Amendment Effective Date
to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC
Exposure, as well as such Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any
Letter of
Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day
of March, June,



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	 	 	September and December of each year shall be payable on the third
Business Day following such last day, commencing on the first such
date to occur after the Amendment Effective Date; provided that
all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to
this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the
last day).”






          (f) Section 2.13 of the Credit Agreement is hereby amended (i) to provide
that the Issuing Banks (as defined in the Credit Agreement) shall have the
rights comparable to the rights of Lenders under such Section and (ii) to cover
Letters of Credit and participations therein to the same extent as it covers
Eurodollar Loans and Fixed Rate Loans.




          (g) Section 2.15 of the Credit Agreement is hereby amended to provide
that the Issuing Banks (as defined in the Credit Agreement) shall have rights
comparable to the rights of Lenders under such Section.




          (h) Section 2.16 of the Credit Agreement is hereby amended as
follows:




          (i) Paragraph (a) of such Section is hereby amended to provide
that payments expressly specified in the Credit Agreement to be made
directly to an Issuing Bank shall be so directly made.




          (ii) Paragraph (b) of such Section is hereby amended to add a
reference to “unreimbursed LC Disbursements” after each reference to
“principal” in such paragraph.




          (iii) Paragraph (c) of such Section is hereby amended to add a
reference to “participations in unreimbursed LC Disbursements” after each
reference to “Revolving Loans” in such paragraph.




          (iv) Paragraph (e) of such Section is hereby amended by replacing the
word “or” with a comma and by adding the words “or 2.18(d) or (e)” after
the reference to “2.16(d)”.




          (i) Section 2.17(b) of the Credit Agreement is hereby amended to provide
that the consent of each Issuing Bank is required for any assignment by a
Lender under such Section.




          (j) Article II of the Credit Agreement is hereby further amended to
add the following Section 2.18 at the end thereof:



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          “SECTION 2.18. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Company, at its option, may
request any Issuing Bank or Issuing Banks to issue for the Company’s
account Letters of Credit denominated in dollars, in form reasonably
acceptable to the Administrative Agent and the applicable Issuing Banks,
at any time and from time to time during the Availability Period. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Company to, or entered
into by the Company with, any Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control. An
Issuing Bank shall not be under any obligation to issue any Letter of
Credit if any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing
Bank from issuing such Letter of Credit, or any law, rule, regulation or
orders of any Governmental Authority applicable to the Issuing Bank or
any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over the Issuing Bank shall
prohibit, or request that the Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or
shall impose upon the Issuing Bank with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the
Amendment Effective Date, or shall impose upon the Issuing Bank any
unreimbursed loss, cost or expense which was not applicable on the
Amendment Effective Date and which the Issuing Bank in good faith deems
material to it.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Company shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to an Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter
of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary
to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank, the Company also shall submit a letter of credit
application on the Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be
deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or
extension (i) the aggregate LC Exposure shall not exceed
$1,500,000,000, (ii) the portion of the LC Exposure attributable to
Letters of Credit issued by any Issuing



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	 	 	Bank shall not exceed the LC Commitment of such Issuing Bank and (iii)
the total Revolving Credit Exposures shall not exceed the total
Commitments. Each Issuing Bank shall promptly notify the Administrative
Agent of each issuance, amendment, renewal, extension or expiry of, and
of each drawing under, each Letter of Credit issued by it, and shall
provide to the Administrative Agent such other information as the
Administrative Agent shall reasonably request as to the Letters of
Credit issued by such Issuing Bank.






          (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the
case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five Business Days prior to the
Maturity Date.




          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the
Lenders, each Issuing Bank hereby grants to each Lender, and each Lender
hereby acquires from such Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of such Issuing Bank, such Lender’s Applicable
Percentage of each LC Disbursement made by such Issuing Bank and not
reimbursed by the Company on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded
to the Company for any reason. Each Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not
be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.




          (e) Reimbursement. If an Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Company shall
reimburse such LC Disbursement by paying to the Administrative Agent an
amount equal to such LC Disbursement not later than 12:00 noon, New York
City time, not later than the next Business Day following the date that
such LC Disbursement is made, if the Company shall have received notice
of such LC Disbursement prior to 2:00 p.m., New York City time, on the
date such LC Disbursement is made, or, if such notice has not been
received by the Company prior to such time on such date, then not later
than 12:00 noon, New York City time, on the Business Day next following
the date on which the Company receives such notice by such time;
provided that the Company may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 that
such payment be financed with an ABR Revolving Borrowing in an
equivalent amount and, to the extent so



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	 	 	financed, the Company’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing. If
the Company fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the
payment then due from the Company in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Company, in the same manner
as provided in Section 2.05 with respect to Loans made by such Lender
(and Section 2.05 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly
pay to the applicable Issuing Bank the amounts so received by it from
the Lenders. Promptly following receipt by the Administrative Agent of
any payment from the Company pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable
Issuing Bank or, to the extent that Lenders have made payments pursuant
to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear. Any payment made
by a Lender pursuant to this paragraph to reimburse any Issuing Bank for
any LC Disbursement (other than the funding of ABR Revolving Loans as
contemplated above) shall not constitute a Loan and shall not relieve
the Company of its obligation to reimburse such LC Disbursement.






          (f) Obligations Absolute. The Company’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal
or equitable discharge of, or provide a right of setoff against, the
Company’s obligations hereunder. Neither the Administrative Agent, the
Lenders nor the Issuing Banks, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of
Credit (including any document required to make a drawing thereunder),
any error in
interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Banks; provided that the
foregoing shall not be construed to excuse any Issuing Bank from
liability to the Company to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived
by the Company to the extent permitted by applicable



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law) suffered by the Company that are caused by such Issuing Bank’s
failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of
gross negligence or wilful misconduct on the part of an Issuing Bank
(as finally determined by a court of competent jurisdiction), such
Issuing Bank shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, an Issuing Bank may,
in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing
Bank shall promptly notify the Administrative Agent and the Company by
telephone (confirmed by telecopy) of such demand for payment and
whether such Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such
notice shall not relieve the Company of its obligation to reimburse
such Issuing Bank and the Lenders with respect to any such LC
Disbursement.




          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Company shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the
unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the
date that the Company reimburses such LC Disbursement, at the rate per
annum then applicable to ABR Revolving Loans; provided that, if the
Company fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of
the applicable Issuing Bank, except that interest accrued on and after
the date of payment by any Lender pursuant to paragraph (e) of this
Section to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.




          (i) Replacement of the Issuing Bank. Any Issuing Bank may be
replaced at any time by written agreement among the Company, the
Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank.
The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Bank. At the time any such replacement shall
become effective, the Company shall pay all unpaid fees accrued for the
account of the replaced Issuing Bank pursuant to Section 2.10(e). From
and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and



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obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to
any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior
to such replacement, but shall not be required to issue additional
Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur
and be continuing, on the Business Day that the Company receives notice
from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Company shall deposit in an account with the Administrative Agent, in the
name of the Administrative Agent and for the benefit of the Lenders, an
amount in cash equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to
the Company described in clause (g) or (h) of Article VII. Each such
deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Company under this
Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the
Administrative Agent and at the Company’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Company for the LC Exposure at such time
or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Lenders with LC Exposure representing greater than
50% of the total LC Exposure), be applied to satisfy other obligations of
the Company under this Agreement. If the Company is required to provide
an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Company within three Business
Days after all Events of Default have been cured or waived.



          (k) The preamble to Article III of the Credit Agreement is hereby
amended to provide that the representations and warranties of the Company set
forth in such Article (i) are made to the Issuing Banks, as well as to the
Lenders, and (ii) will be deemed to be made by the Company on each date of
issuance, renewal, extension or



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          increase of a Letter of Credit, as well as on the occasion of each other event
described in such preamble.



          (l) Section 4.02 of the Credit Agreement is hereby amended to apply to
the obligation of each Issuing Bank to issue, renew, extend or increase the
amount of any Letter of Credit, as well as to the obligation of each Lender to
make a Loan.



          (m) The preambles to Articles V and VI of the Credit Agreement are
hereby amended to provide that the covenants and agreements set forth in such
Articles (i) shall be for the benefit of the Issuing Banks, as well as for
the benefit of the Lenders, and (ii) shall remain in effect, in addition to
being in effect until the occurrence of the other events described in such
preamble, until all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed.



          (n) Section 5.07 of the Credit Agreement is hereby amended to provide
that Letters of Credit will be used for general corporate requirements of
the Company.



          (o) Paragraph (a) of Article VII of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




               “(a) the Company shall be in default in the payment when
due of any principal of any Loan on the maturity date thereof or
any reimbursement obligation in respect of any LC Disbursement
when and as the same shall become due;”



          (p) Article VIII of the Credit Agreement is hereby amended to provide
that each Issuing Bank irrevocably appoints the Administrative Agent as its
agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of the Credit Agreement, together with such actions and
powers as are reasonably incidental thereto.



          (q) Section 9.01 of the Credit Agreement is hereby amended to add the
following paragraph (e) at the end thereof:




               “(e) if to an Issuing Bank, to it at the address most
recently specified by it in a notice delivered to the
Administrative Agent and the Company.”



          (r) The following Section 9.02A is hereby inserted immediately after
Section 9.02 of the Credit Agreement:




          (i) “Section 9.02A. Provisions Related to Letters of Credit. No
amendment, modification or waiver of this Agreement or any provision
hereof that would decrease the amount of any LC Disbursement or the rate
of interest thereon shall be effective without the written consent of
each Lender and Issuing Bank. No amendment, modification or waiver of
this Agreement or any provision hereof that would postpone the required
date of reimbursement of any LC Disbursement shall be effective without
the written consent of each affected



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	 	 	Lender. No amendment, modification or waiver of this Agreement or any
provision hereof that would alter the rights or duties of any Issuing
Bank hereunder shall be effective without the written consent of such
Issuing Bank. After the termination or expiration of Commitments, if no
Loans shall be outstanding, all actions hereunder that would theretofore
have required the consent of the Required Lenders shall require the
consent of Lenders having Revolving Credit Exposures representing at
least 51% of the aggregate Revolving Credit Exposure at such time.”






          (s) Section 9.03 of the Credit Agreement is hereby amended as
follows:




          (i) Paragraph (b) of such Section is hereby amended to provide
that the Issuing Banks (as defined in the Credit Agreement) shall have
rights comparable to the rights of Lenders under such paragraph.




          (ii) Paragraph (c) of such Section is hereby amended to provide
that the Issuing Banks (as defined in the Credit Agreement) shall have
rights comparable to the rights of the Administrative Agent under such
paragraph.




          (t) Section 9.04(b) of the Credit Agreement is hereby amended to provide
that consent of each Issuing Bank shall be required for any assignment by a
Lender thereunder.



          SECTION 2. Representations and Warranties. The Company represents and
warrants to each other party hereto that (a) the execution, delivery and
performance by the Company of this Amendment have been duly authorized by all
necessary corporate action and are within the Company’s corporate power and
that this Amendment has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except as enforceability may be
limited by general principles of equity and bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
moratorium laws from time to time in effect, and (b) after giving effect to
this Amendment (i) the representations and warranties set forth in Article III
of the Credit Agreement are true and correct on and as of the date hereof, and
(ii) no Default has occurred and is continuing.



          SECTION 3. Effectiveness. This Amendment shall become effective as of
the date set forth above on the date that the Administrative Agent or its
counsel shall have received counterparts of this Amendment that, when taken
together, bear the signatures of the Company, the Required Lenders and the
Issuing Banks.



          SECTION 4. Effect of Amendment. 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, the
Syndication Agent or the Administrative Agent 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




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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 the Company to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances.




          SECTION 5. Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile shall be effective as delivery
of a manually executed counterpart of this Amendment.



          SECTION 6. Governing Law. This Amendment shall be construed in
accordance with and governed by the law of the State of New York.



          SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



12









 



          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	AMERADA HESS CORPORATION,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ G A Jamin	 	 
	 	 	 	 	

	

	 	 	 	Name: G. A. JAMIN	 	 
	

	 	 	 	Title: SENIOR VICE PRESIDENT TREASURER	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, 
as a Lender, as Administrative Agent,
 and as an Issuing Bank,
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Beth Lawrence	 	 
	 	 	 	 	

	

	 	 	 	Name: BETH LAWRENCE	 	 
	

	 	 	 	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Ronald E. Mckaig	 	 
	 	 	 	 	

	

	 	 	 	Name: RONALD E. MCKAIG	 	 
	

	 	 	 	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,	 	 
	 	 	as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ K. Clinton Gerst	 	 
	 	 	 	 	

	

	 	 	 	Name: K. CLINTON GERST	 	 
	

	 	 	 	Title: ATTORNEY -IN- FACT	 	 







13









 






	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, 
as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Brian Malone	 	 
	 	 	 	 	

	

	 	 	 	Name: Brian Malone	 	 
	

	 	 	 	Title: Managine-Director	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	/s/ Gabe Ellisor	 	 
	 	 	 	 	

	

	 	 	 	Name: Gabe Ellisor	 	 
	

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAY’S BANK PLC,
 as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Nicholas A. Bell	 	 
	 	 	 	 	

	

	 	 	 	Name: NICHOLAS A. BELL	 	 
	

	 	 	 	Title: DIRECTOR LOAN TRANSACTION MANAGEMENT	 	 
	 
	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC,
 as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Paul Mcdonagh	 	 
	 	 	 	 	

	

	 	 	 	Name: PAUL MCDONAGH	 	 
	

	 	 	 	Title: SR.VICE PRESIDENT	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,
 as an Issuing Bank,	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ N. Bell	 	 
	 	 	 	 	

	

	 	 	 	Name: N. Bell	 	 
	

	 	 	 	Title: Senior Manager	 	 







14









 






			
	
	 	SIGNATURE PAGE TO AMENDMENT

NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 	 	 
	Name of Lender: BANK OF AMERICA. N.A.	 	 
	 	 	

	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ Ronald E. McKaig	 	 
	

	 	 	 	
	 	 
	

	 	 	 	Name: Ronald E. McKaig	 	 
	

	 	 	 	Title: Managing Director	 	 








15










 





			
	
	 	SIGNATURE PAGE T0

AMENDMENT NO. 1 DATED AS OF,

AUGUST 31,2004, TO THE AMERADA,

HESS CORPORATION’S THIRD AMENDED,

AND RESTATED CREDIT AGREEMENT

AS OF JANUARY 23,2001







	 	 	 	 	 
	Name of Lender:	 	BARCLAYS BANK PLC
	 
	 	 	 	 
	

	 	by
	 	/s/ Nicholas A. Bell
	

	 	 	 	

	

	 	 	 	Name: Nicholas A. Bell
	

	 	 	 	Title: Director







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	CITIBANK, NA
	 
	 	 	 	 
	

	 	by
	 	/s/ K. Clinton Gerst
	

	 	 	 	

	

	 	 	 	Name: K. CLINTON GERST
	

	 	 	 	Title: Attorney - in - Fact







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	Mizuho Corporate Bank, Ltd.
	 
	 	 	 	 
	

	 	by
	 	/s/ Greg Botshon
	

	 	 	 	

	

	 	 	 	Name: Greg Botshon
	

	 	 	 	Title: Senior Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	BANK OF SCOTLAND
	 
	 	 	 	 
	

	 	by
	 	/s/ Amena Nabi
	

	 	 	 	

	

	 	 	 	Name: AMENA NABI
	

	 	 	 	Title: ASSISTANT VICE PRESIDENT







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 	 	 	 
	

	 	by
	 	/s/ Paul McDonagh
	

	 	 	 	

	

	 	 	 	Name: PAUL McDONAGH
	

	 	 	 	Title: SR. VICE PRESIDENT







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	BANK OF TOKYO-MITSUBISHI TRUST COMPANY
	 
	 	 	 	 
	

	 	by
	 	/s/ C. Giordano
	

	 	 	 	

	

	 	 	 	Name: C. GIORDANO
	

	 	 	 	Title: VP& TEAM LEADER







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	BNP Paribas
	 
	 	 	 	 
	

	 	by
	 	/s/ Brian Malone
	

	 	 	 	

	

	 	 	 	Name: Brian Malone
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	

	 	by
	 	/s/ Gabe Ellisor
	

	 	 	 	

	

	 	 	 	Name: Gabe Ellisor
	

	 	 	 	Title: Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31 ,2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	ROYAL BANK OF CANADA
	 
	 	 	 	 
	

	 	by
	 	/s/ David A. McCluskey
	

	 	 	 	

	

	 	 	 	Name: David A. McCluskey
	

	 	 	 	Title: Authorized Signatory







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	The Bank of Nova Scotia
	 
	 	 	 	 
	

	 	by
	 	/s/ N . Bell
	

	 	 	 	

	

	 	 	 	Name: N . Bell
	

	 	 	 	Title: Senior Manager







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	 	 	WEST LB AG, New York Branch
	 
	 	 	 	 
	

	 	By
	 	/s/ Walter T. Duffy III
	

	 	 	 	

	 	 	Name: Walter T. Duffy III
	 	 	Title: Director
	 
	 	 	 	 
	

	 	By
	 	/s/ Paul Verdi
	

	 	 	 	

	 	 	Name: Paul Verdi
	 	 	Title: Associate Director







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







     Name of Lender: _DnB NOR Bank ASA (f/k/a Den norske Bank ASA)                                      



	 	 	 	 	 
	by

	 	/s/ Nils Fykse
	 	/s/ Stig Kristiansen
	

	 	

	 	

	

	 	Name: Nils Fykse
	 	Stig Kristiansen
	

	 	Title: Senior Vice President
	 	Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	

	 	by
	 	/s/ Frank R. Russo, Jr.
	

	 	 	 	

	

	 	 	 	Name: Frank R. Russo, Jr.
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	by
	 	/s/ John D. Reed
	

	 	 	 	

	

	 	 	 	Name: John D. Reed
	

	 	 	 	Title: Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	

	 	by
	 	/s/ John N. Watt
	

	 	 	 	

	

	 	 	 	Name: John N. Watt
	

	 	 	 	Title: Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	Sumitomo Mitsui Banking Corporation
	 
	 	 	 	 
	

	 	by
	 	/s/ Yoshihiro Hyakutome
	

	 	 	 	

	

	 	 	 	Name: Yoshihiro Hyakutome
	

	 	 	 	Title: Deputy General Manager







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001









	 	 	 	 	 	 	 
	Name of Lender:	 	Bayerische Landesbank	 	 
	 
	 	 	 	 	 	 
	

	 	by
	 	/s/ W. Kottmann	 	/s/ James M. Boyle
	

	 	 	 	
	 	

	

	 	 	 	Name: W. Kottmann	 	James M. Boyle
	

	 	 	 	Title: Senior Vice President	 	Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	 	 	Name of Lender:
	 
	 	 	 	 
	 	 	Nordea Bank Danmark A/S

(“Nordea”)
	 
	 	 	 	 
	

	 	by:	 	 
	 
	 	 	 	 
	

	 	Name:
	 	/s/  Uffe Jensen Hou
	

	 	 	 	

	

	 	 	 	Uffe Jensen Hou
	 
	 	 	 	 
	

	 	Name:
	 	/s/  Torben Axel Rolver
	

	 	 	 	

	

	 	 	 	Torben Axel Rolver







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	SUNTRUST BANK
	 
	 	 	 	 
	

	 	by
	 	/s/ David Edge
	

	 	 	 	

	

	 	 	 	Name: David Edge
	

	 	 	 	Title: Director







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	UFJ BANK LIMITED, NEW YORK BRANCH
	 
	 	 	 	 
	

	 	by
	 	/s/ L.J. Perenyi
	

	 	 	 	

	

	 	 	 	Name: L.J. Perenyi
	

	 	 	 	Title: Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	The Northern Trust Company
	 
	 	 	 	 
	

	 	by
	 	/s/ Lisa M. McDermott
	

	 	 	 	

	

	 	 	 	Name: Lisa M. McDermott
	

	 	 	 	Title: Vice President







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	SunAmerica Life Insurance Company
	 
	 	 	 	 
	By: AIG Global Investment Corp.,
	 
	 	 	 	 
	Its Investment Adviser
	 
	 	 	 	 
	

	 	by
	 	/s/ Steven S. Oh
	

	 	 	 	

	

	 	 	 	Name: Steven S. Oh
	

	 	 	 	Title: Managing Director







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 	 	 
	Name of Lender:	 	Banca Popolare di
Milano, NY Branch
	 
	 	 	 	 	 	 
	 	 	by	 	/s/ Robert P. DeSantes
	 	 	 	 	

	

	 	 	 	Name:
	 	Robert P. DeSantes
	

	 	 	 	Title:
	 	First Vice President

Head of Corporate Banking
	 
	 	 	 	 	 	 
	 	 	by:	 	/s/ Marc Cohen
	 	 	 	 	

	

	 	 	 	Name:

Title:
	 	MARC COHEN

ASSISTANT VICE PRESIDENT







 









 






			
	
	 	SIGNATURE PAGE TO

AMENDMENT NO. 1 DATED AS OF

AUGUST 31, 2004, TO THE AMERADA

HESS CORPORATION’S THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 23, 2001







	 	 	 	 	 
	Name of Lender:	 	Chiao Tung Bank Co., Ltd. New York Agency
	 
	 	 	 	 
	

	 	by
	 	/s/  Chun-Kai Hu
	

	 	 	 	

	

	 	 	 	Name: Chun-Kai Hu
	

	 	 	 	Title: VP & Deputy General Manager







 









 






SCHEDULE I




LC Commitments




	 	 	 	 	 
	JPMorgan Chase Bank
	 	$	215,000,000	 
	Bank of America, N.A.
	 	$	215,000,000	 
	Citibank, N.A.
	 	$	215,000,000	 
	BNP Paribas
	 	$	215,000,000	 
	Barclays Bank PLC
	 	$	215,000,000	 
	The Royal Bank of Scotland plc
	 	$	215,000,000	 
	The Bank of Nova Scotia
	 	$	215,000,000	 








 










 





ANNEX I




Issuing Bank Contact Information




	 	 	 
	JPMorgan Chase Bank

	 	Barclays Bank PLC
	James E. Alonzo

	 	Dawn Townsend
	10420 Highland Mn Drive

	 	222 Broadway
	Building 2, Floor 4

	 	New York, NY 10038
	Tampa, FL 33610

	 	(212) 412-5142 Phone
	(813) 432-6339 Phone

	 	(212) 412-5111 Fax
	(813) 432-5161 Fax

	 	dawn.townsend@barcap.com
	james.alonzo@chase.com

	 	 
	 

	 	The Royal Bank of Scotland plc
	Bank of America, N.A.

	 	Sheila Shaw/Juanita Baird
	Sam Perez

	 	101 Park Avenue, 12th floor
	231 South LaSalle Street

	 	New York, NY 10178
	Chicago, IL 60604

	 	(212) 401-1406/1420 Phone
	(312) 923-5933 Phone

	 	(212) 401-1494 Fax
	(312) 974-0142 Fax

	 	 
	samuel.perez@bankofamerica.com

	 	The Bank of Nova Scotia
	 

	 	Donna Gardner
	Citibank, N.A.

	 	600 Peachtree, Suite 2700
	Hilda Munoz

	 	Atlanta, GA 30308
	Citicorp North America Inc.

	 	(404) 877-1559 Phone
	333 Clay Street Suite 3700

	 	(404) 888-8998 Fax
	Houston, TX 77002

	 	donna_gardner@scotiacapital.com
	(713) 654-2827 Phone
	 	 
	(713) 654-2849 Fax
	 	 
	 
	 	 
	BNP Paribas
	 	 
	Phil Desimone / Lucrece Francois
	 	 
	919 Third Avenue, 3rd Floor
	 	 
	New York, NY 10022
	 	 
	(212) 471-6907/6906 Phone
	 	 
	(212) 471-6996 Fax
	 	 
	phil.desimone@americas.bnpparibas.com
	 	 
	lucrece.francois@americas.bnpparibas.com