Amt #3 dated February 27, 2003 to Lyondell Amended and Restated Credit Agreement



 Exhibit 4.8(c) 
  
 AMENDMENT NO. 3 TO AMENDED AND 
 RESTATED CREDIT AGREEMENT 
  
 AMENDMENT dated as of February 27, 2004 to the Amended and Restated Credit Agreement dated as of June 27, 2002 (as heretofore amended, the “Credit Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the
“Borrower”); the LENDERS from time to time party thereto; BANK OF AMERICA, N.A. and CITIBANK, N.A., as Co-Syndication Agents; SOCIETE GENERALE and UBS WARBURG LLC, as Co-Documentation Agents; and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the “Administrative Agent”). 
  
 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. Covenant Amendments. (a) Section 5.11 of the Credit Agreement is amended to read in its entirety as follows: 

 
 “Section 5.11. Adjusted Debt to Adjusted EBITDA. At any date
during each period set forth below, the ratio of (i) Adjusted Debt at such date to (ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently ended on or prior to such date will not exceed the ratio set forth below
opposite such period: 
  

			
	 Period

	  	Ratio


	 December 31, 2002 - March 30, 2003
	  	9.25
	 March 31, 2003 - September 29, 2003
	  	9.90
	 September 30, 2003 - March 30, 2004
	  	10.25
	 March 31, 2004 - June 29, 2004
	  	10.50
	 June 30, 2004 – December 30, 2004
	  	11.00
	 December 31, 2004 - March 30, 2005
	  	9.85
	 On and after March 31, 2005
	  	8.00”








 (b) Section 5.12 of the Credit Agreement is amended to read in its entirety as follows: 
  
 “Section 5.12. Fixed Charge Coverage Ratio. At the end of each
Fiscal Quarter ending during each period set forth below, the Fixed Charge Coverage Ratio will not be less than the ratio set forth below opposite such period: 
  

			
	 Period

	  	Ratio


	 October 1, 2002 - December 31, 2002
	  	1.10
	 January 1, 2003 - December 31, 2003
	  	1.00
	 January 1, 2004 - March 31, 2004
	  	0.95
	 April 1, 2004 – September 30, 2004
	  	0.90
	 October 1, 2004 - December 31, 2004
	  	1.00
	 January 1, 2005 – March 31, 2005
	  	1.15
	 At any time thereafter
	  	1.50”

  
 (c) Section 5.13(c) of
the Credit Agreement is amended by replacing the numeral “$1,000,000,000” in clause (i) thereof with the numeral “$750,000,000”. 
  
 SECTION 3. Miscellaneous Amendments. Section 9.06(c) of the Credit Agreement is amended to read in its entirety as follows:

  
 “(c) Any Lender may at any time assign to one or more
banks, other institutions or other entities that regularly make, purchase or invest in bank loans (each an “Assignee”) all, or a proportionate part of all, of its Commitment of any Class or its Loans and Letter of Credit Liabilities
of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto signed by such Assignee and such transferor Lender, with (and subject to) the
subscribed consent of the Borrower (which shall not be unreasonably withheld or unreasonably delayed) and the Administrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks and the Swing Loan Lender); provided that (i)
after giving effect to any proposed assignment, (A) the Credit Exposure of the transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to (x) $0 or
at least $5,000,000 if the transferor is a Revolving Lender and (y) $0 or at least $1,000,000 if the transferor is a Term Lender and (B) the amount of the Credit Exposure of the transferor Lender subject to such assignment shall be at least equal to
(x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000, if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of the transferor Lender, a Related Fund of any Lender or was a Lender immediately
before such assignment, and (ii) if an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required. When such instrument has been signed and delivered by the parties thereto and recorded as provided in
Section 2.14, and such Assignee has paid to such transferor Lender the purchase price agreed between them, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or
Loans as set forth in such instrument of assumption, 
  

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 and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further
consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment (other than an assignment to which any Agent or any affiliate of any Agent is a party), the transferor Lender shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $3,500; provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Related Fund. If the Assignee is not incorporated under the laws of the United States or
a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 8.04(d).” 
  
 SECTION 4. Representations of Borrower. The Borrower
represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date (as defined below) with the same
effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date. 
  
 SECTION 5. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York. 
  
 SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument. 
  
 SECTION 7.
Effectiveness. This Amendment shall become effective on the first date when the following conditions are met (the “Amendment Effective Date”): 
  
 (a) the Administrative Agent shall have received 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, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party); and 
  
 (b) the Administrative
Agent and the Arrangers shall have received payment of all amendment fees, 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 Effective Date in connection with the Loan Documents. 
  

 3 








 Promptly after the Amendment 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. 
  

 4 








 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:
	 	 /s/ Karen A. Twitchell


	 Name:
	 	 Karen A. Twitchell

	 Title:
	 	 Vice President and Treasurer

	
	 JPMORGAN CHASE BANK

		
	 By:
	 	 /s/ Stacey Haimes


	 Name:
	 	 Stacey Haimes

	 Title:
	 	 Vice President

	
	 Citibank, N.A.

		
	 By:
	 	 /s/ Carolyn A. Sheridan


	 Name:
	 	 Carolyn A. Sheridan

	 Title:
	 	 Managing Director & Vice President

	
	 Societe Generale

		
	 By:
	 	 /s/ Graeme Bullen


	 Name:
	 	 Graeme Bullen

	 Title:
	 	 Vice President

	
	 Bank of America, N.A.

		
	 By:
	 	 /s/ Richard L. Stein


	 Name:
	 	 Richard L. Stein

	 Title:
	 	 Principal



  

 5 









			
	
	 The Bank of Nova Scotia

		
	 By:
	 	 /s/ V. H. Gibson


	 Name:
	 	 V. H. Gibson

	 Title:
	 	 Assistant Agent

	
	 Crédit Industriel et Commercial

		
	 By:
	 	 /s/ Sean Mounier


	 Name:
	 	 Sean Mounier

	 Title:
	 	 First Vice President

		
	 By:
	 	 /s/ Brian O’Leary


	 Name:
	 	 Brian O’Leary

	 Title:
	 	 Vice President

	
	 Centurion CDO II, Ltd.

		
	 By:
	 	 American Express Asset
 Management Group Inc., as
 Collateral Manager

		
	 By:
	 	 /s/ Leanne Stavrakis


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director - Operations

	
	 Centurion CDO VI, Ltd.

		
	 By:
	 	 American Express Asset
 Management Group Inc., as
 Collateral Manager

		
	 By:
	 	 /s/ Leanne Stavrakis


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director - Operations



  

 6 









			
	 Centurion CDO V, Ltd.

		
	 By:
	 	 American Express Asset
 Management Group Inc., as
 Collateral Manager

		
	 By:
	 	 /s/ Leanne Stavrakis


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director – Operations

	
	 KZH CYPRESSTREE-1 LLC

		
	 By:
	 	 /s/ Dorian Herrera


	 Name:
	 	 Dorian Herrera

	 Title:
	 	 Authorized Agent

	
	 KZH ING-2 LLC

		
	 By:
	 	 /s/ Dorian Herrera


	 Name:
	 	 Dorian Herrera

	 Title:
	 	 Authorized Agent

	
	 KZH STERLING LLC

		
	 By:
	 	 /s/ Dorian Herrera


	 Name:
	 	 Dorian Herrera

	 Title:
	 	 Authorized Agent

	
	 VAN KAMPEN CLO I, LIMITED

		
	 By:
	 	 /s/ Brad Langs


	 Name:
	 	 Brad Langs

	 Title:
	 	 Executive Director



  
  

 7 









			
	 VAN KAMPEN CLO II, LIMITED

		
	 By:
	 	 /s/ Brad Langs


	 Name:
	 	 Brad Langs

	 Title:
	 	 Executive Director

	
	 VAN KAMPEN SENIOR INCOME TRUST

		
	 By:
	 	 Van Kampen Investment Advisory
 Corp.

		
	 By:
	 	 /s/ Brad Langs


	 Name:
	 	 Brad Langs

	 Title:
	 	 Executive Director

	
	 VAN KAMPEN SENIOR LOAN FUND

		
	 By:
	 	 Van Kampen Investment Advisory
 Corp.

		
	 By:
	 	 /s/ Brad Langs


	 Name:
	 	 Brad Langs

	 Title:
	 	 Executive Director

	
	 The Bank of New York

		
	 By:
	 	 /s/ Raymond J. Palmer


	 Name:
	 	 Raymond J. Palmer

	 Title:
	 	 Vice President

	
	 Bank One, N.A. (Main Office Chicago)

		
	 By:
	 	 /s/ Pete S. Torres


	 Name:
	 	 Pete S. Torres

	 Title:
	 	 Director



  

 8 









			
	 ML CLO XII PILGRIM AMERICA
 (CAYMAN) LTD.

		
	 By:
	 	 ING Investments, LLC
 as its investment manager

	 
		
	 By:
	 	 /s/ Charles LeMieux, OFA


	 Name:
	 	 Charles LeMieux, OFA

	 Title:
	 	 Vice President

	
	 ML CLO XV PILGRIM AMERICA
 (CAYMAN) LTD.

	 
		
	 By:
	 	 ING Investments, LLC
 as its investment manager

	 
		
	 By:
	 	 /s/ Charles LeMieux, OFA


	 Name:
	 	 Charles LeMieux, OFA

	 Title:
	 	 Vice President

	
	 ML CLO XX PILGRIM AMERICA
 (CAYMAN) LTD.

		
	 By:
	 	 ING Investments, LLC
 as its investment manager

	 
		
	 By:
	 	 /s/ Charles LeMieux, OFA


	 Name:
	 	 Charles LeMieux, OFA

	 Title:
	 	 Vice President

	
	 ING PRIME RATE TRUST

		
	 By:
	 	 Aeltus Investment Management, Inc.,
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, OFA


	 Name:
	 	 Charles E. LeMieux, OFA

	 Title :
	 	 Vice President

	
	 ING SENIOR INCOME FUND

		
	 By:
	 	Aeltus Investment Management, Inc., as its investment manager
		
	 By:
	 	 /s/ Charles E. LeMieux, OFA


	 Name:
	 	 Charles E. LeMieux, OFA

	 Title :
	 	 Vice President



  

 9 









			
	
	 UBS AG, Stamford Branch

		
	 By:
	 	 /s/ Wilfred V. Saint


	 Name:
	 	 Wilfred V. Saint

	 Title:
	 	 Associate Director
 Banking Products
 Services US

		
	 By:
	 	 /s/ Barbara Ezell-McMichael


	 Name:
	 	 Barbara Ezell-McMichael

	 Title:
	 	 Associate Director
 Banking Products
 Services US

	
	 SunAmerica Senior Floating Rate Fund, Inc.

		
	 By:
	 	 Stanfield Capital Partners LLC

	 	 	 as subadvisor

		
	 By:
	 	 /s/ Christopher E. Jansen


	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Windsor Loan Funding, Limited

		
	 By:
	 	 Stanfield Capital Partners LLC

	 	 	 as its Investment Manager

		
	 By:
	 	 /s/ Christopher E. Jansen


	 Name:
	 	 Christopher E. Jansen

	 Title:
	 	 Managing Partner

	
	 Clydesdale CLO 2001-1, Ltd.

		
	 By:
	 	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER
		
	 By:
	 	 /s/ Elizabeth MacLean


	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director



  

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