MILLENNIUM CHEMICALS INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

          THIRD AMENDMENT dated as of April 25, 2003 (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 (formerly known as The Chase Manhattan Bank), as
administrative agent (in such capacity, the "Administrative Agent") and as
collateral agent (in such capacity, the "Collateral Agent").

          WHEREAS, Millennium, Millennium America and MICL have requested that
certain provisions of the Credit Agreement be modified in the manner provided in
this Amendment, and the undersigned Lenders are willing to agree to such
modification 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 hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used but not defined
herein have the meanings assigned to them in the Credit Agreement as amended
hereby.

          SECTION 2. Amendment to Section 6.11. Section 6.11 of the Credit
Agreement is hereby deleted in its entirety and replaced with:

          "SECTION 6.11. Leverage Ratio. Permit the Leverage Ratio of Millennium
and its Subsidiaries on a consolidated basis on the last day of any fiscal
quarter ending during any period set forth below to be in excess of the ratio
set forth below opposite such period:

<TABLE>
<CAPTION>
Period                                       Ratio
------                                       -----
<S>                                          <C>
January 1, 2003 through June 30, 2003        5.75 to 1.00
July 1, 2003 through September 30, 2003      5.50 to 1.00
October 1, 2003 through December 31, 2003    5.25 to 1.00
January 1, 2004 through June 30, 2004        5.00 to 1.00
July 1, 2004 through December 31, 2004       4.75 to 1.00
January 1, 2005 and thereafter               4.00 to 1.00"
</TABLE>

          SECTION 3. Amendment to Section 6.12. Section 6.12 of the Credit
Agreement is deleted in its entirety and replaced with:

          "SECTION 6.12. Interest Coverage Ratio. Permit the Interest Coverage
Ratio of Millennium and its Subsidiaries for any period of four consecutive
fiscal quarters ending during a period set forth below to be less than the ratio
set forth opposite such period below:

<TABLE>
<CAPTION>
Period                                       Ratio
------                                       -----
<S>                                          <C>
January 1, 2003 through December 31, 2003    2.25 to 1.00
January 1, 2004 through December 31, 2004    2.50 to 1.00
January 1, 2005 and thereafter               3.00 to 1.00"
</TABLE>





<PAGE>

          SECTION 4. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, Millennium represents and warrants that,
after giving effect to this Amendment:

          (a) The representations and warranties set forth in Article III of the
     Credit Agreement, as amended by this Amendment, are true and correct on and
     as of the date of this Amendment, with all references to "this Agreement"
     being deemed to refer to the Credit Agreement as amended by this Amendment;

          (b) No Default or Event of Default has occurred and is continuing; and

          (c) This Amendment has been duly executed and delivered by Millennium,
     Millennium America and MICL and each of this Amendment and the Credit
     Agreement as amended hereby constitutes a legal, valid and binding
     obligation of each of Millennium, Millennium America and MICL, enforceable
     against each of them in accordance with its terms.

          SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective on the date on which each of the following conditions is satisfied
(the "Amendment Effective Date"):

          (a) The Administrative Agent shall have received counterparts of this
     Amendment that, when taken together, bear the signatures of Millennium,
     Millennium America, MICL, the Required Lenders and the Administrative
     Agent; and

          (b) The Administrative Agent shall have received all fees in
     connection with this Amendment as separately agreed upon.

          SECTION 6. Effect of Amendment. On and after the Amendment Effective
Date, each reference in the Credit Agreement to "this Agreement", "hereunder",
"herein", or words 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 Documents, 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 Documents, 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, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Documents in similar or
different circumstances. This Amendment shall apply and be effective only with
respect to the provisions of the Credit Agreement specifically referred to
herein.

          SECTION 7. 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.

          SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

          SECTION 9. 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.

          SECTION 10. Expenses. Millennium America shall reimburse the
Administrative Agent for its expenses in connection with this Amendment as
separately agreed with the Administrative Agent, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore LLP.


                                        2





<PAGE>

          IN WITNESS WHEREOF, the Millennium, Millennium America, MICL, the
Administrative Agent 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 CHEMICAL INC.,


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                    MILLENNIUM AMERICA INC.,


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                    MILLENNIUM INORGANIC CHEMICALS LIMITED,


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                    JPMORGAN CHASE BANK, (formerly known as THE
                                    CHASE MANHATTAN BANK), individually and as
                                    Administrative Agent,


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                        3





<PAGE>

                                    To Approve the Third Amendment dated as of
                                    April 25, 2003 to the Credit Agreement

                                    Name of Institution:


                                         By
                                            ------------------------------------
                                            Name:
                                            Title:


                                        4

</TEXT>
</DOCUMENT>
