lyo8k-120607.htm

0000842635-07-000131.txt : 20071206 0000842635-07-000131.hdr.sgml : 20071206 20071206140209 ACCESSION NUMBER: 0000842635-07-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071206 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071206 DATE AS OF CHANGE: 20071206 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: 071289093 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 lyo8k-120607.htm FORM 8-K lyo8k-120607.htm

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): December 6, 2007

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-10145 (Commission File Number)	95-4160558 (I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 700, Houston, Texas (Address of principal executive offices)	77010 (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 descriptions set forth below are qualified in their entirety by the full text of the documents to which they refer, which documents are filed herewith.

Item 3.03

Material Modification to Rights of Security Holders

On December 6, 2007, Lyondell Chemical Company (“Lyondell”) announced that, as of 5:00 p.m. EST on December 5, 2007, the following notes have been tendered pursuant to the previously announced cash tender offers and consent solicitations:

CUSIP Number	Percentage of Outstanding Principal Amount Tendered	Security Description
552078AV9	99.76%	10.500% Senior Secured Notes due 2013
552078AW7	99.67%	8.000% Senior Notes due 2014
552078AX5	99.85%	8.250% Senior Notes due 2016
552078AY3	99.99%	6.875% Senior Notes due 2017

The amount tendered constitutes a majority in principal amount of each of the outstanding notes described above. Thus, amendments to the Indentures governing each of the notes described above, each among Lyondell, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, have been approved. The amendments include the elimination of substantially all of the restrictive covenants, certain provisions related to consolidation, merger and the sale of assets and certain events of default. Upon Lyondell accepting for purchase at least a majority in aggregate principal amount of the applicable notes outstanding, each of the Supplemental Indentures effecting the amendments will become operative. The Supplemental Indentures are being filed with this Current Report on Form 8-K as exhibits.

The press release regarding these matters is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

4.15(f)		Fifth Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, for 10.5% Senior Secured Notes due 2013

4.8(c)		Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8% Senior Unsecured Notes due 2014

4.11(c)		Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8.25% Senior Unsecured Notes due 2016

4.27(c)		Second Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 6.875% Senior Unsecured Notes due 2017

99.1		Press Release

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 and

General Counsel

Date: December 6, 2007

INDEX TO EXHIBITS

Exhibit

Number Description

4.15(f)		Fifth Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, for 10.5% Senior Secured Notes due 2013

4.8(c)		Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8% Senior Unsecured Notes due 2014

4.11(c)		Third Supplemental Indenture dated December 6, 2007 among Lyondell Chemical Company, and The Bank of New York as Trustee for 8.25% Senior Unsecured Notes due 2016

4.27(c)		Second Supplemental Indenture dated as of December 6, 2007 among Lyondell Chemical Company, the Subsidiary Guarantors party thereto, and The Bank of New York as Trustee for 6.875% Senior Unsecured Notes due 2017

99.1		Press Release

EX-4.15(F) 2 lyo8k-120607exhibit415f.htm FIFTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 6, 2007 AMONG LYONDELL CHEMICAL COMPANY, THE SUBSIDIARY GUARANTORS PARTY THERETO, AND THE BANK OF NEW YORK AS TRUSTEE, FOR 10.5% SENIOR SECURED NOTES DUE 2013 lyo8k-120607exhibit415f.htm

Exhibit 4.15(f)

FIFTH SUPPLEMENTAL INDENTURE

dated as of December 6, 2007

among

LYONDELL CHEMICAL COMPANY,

as Company

and

THE BANK OF NEW YORK,

as Trustee

__________________________

10.500% Senior Secured Notes due 2013

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 20, 2003, as amended, supplemented or otherwise modified to date (the “Indenture”), relating to the Company’s 10.500 % Senior Secured Notes due 2013 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain conditions, Lyondell, the Trustee and any Subsidiary Guarantor may amend or supplement the Indenture with the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes; and

WHEREAS, pursuant to Lyondell’s Offer to Purchase and Consent Solicitation Statement dated November 20, 2007 (the “Offer to Purchase”), the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11. 4.12, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01, 5.03 and 6.01 of the Indenture as set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.

1.2	The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

2.1	Section 4.04 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.2	Section 4.05 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.3	Section 4.06 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.4	Section 4.07 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.5	Section 4.08 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.6	Section 4.09 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.7	Section 4.10 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.8	Section 4.11 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.9	Section 4.12 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.10	Section 4.14 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.11	Section 4.15 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.12	Section 4.16 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.13	Section 4.17 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.14	Section 4.19 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.15	Section 4.20 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.16	Section 4.21 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.17	Section 4.22 of the Indenture shall be amended to read in its entirety as follows:

Section 4.22. Limitation on Issuance of Guarantees by Restricted Subsidiaries.

(a) [Intentionally Omitted].

(b) Each Subsidiary Guarantee by a Restricted Subsidiary shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all the Company's and each Restricted Subsidiary's Capital Stock in such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) as provided in Section 5.03(b), (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee (or, in the case of the Subsidiary Guarantees of ARCO Chemical Technology, Inc., ARCO Chemical Technology, LP. and Lyondell Chemical Nederland, Ltd. issued on the Issue Date, the release or discharge of its Guarantee of Indebtedness under the Existing Credit Facility and the Existing Senior Secured Notes), except a discharge or release by or as a result of payment under such Guarantee, and (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture.

2.18	Section 4.23 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.19	Section 5.01 of the Indenture shall be amended to read in its entirety as follows:

Section 5.01. Consolidation, Merger or Sale of Assets by the Company.

(a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:

(i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; and

(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee.

(iii) [Intentionally Omitted].

(iv) [Intentionally Omitted].

(b) The Company will not lease all or substantially all its assets to another Person.

2.20	Section 5.03 of the Indenture shall be amended to read in its entirety as follows:

Section 5.03. Consolidation, Merger or Sale of Assets by a Subsidiary Guarantor.

(a) No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless:

(i) subject to the provisions of Section 5.03(b) below, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes; and

(ii) immediately after giving effect to such transaction, no Default or Event of Default exists.

(iii) [Intentionally Omitted].

All the Subsidiary Guarantees issued pursuant to clause (i) above shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Subsidiary Guarantees had been issued at the date of the execution hereof.

(b) (i) The requirements of clauses (i) and (iii) of Section 5.03(a) will not apply in the case of a consolidation with or merger with or into the Company and the requirements of clause (iii) of Section 5.03(a) will not apply in the case of a consolidation with or merger with or into another Subsidiary Guarantor.

(ii) In the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all the Capital Stock of any Subsidiary Guarantor to any Person that is not an Affiliate of the Company permitted by the applicable provisions of the Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

2.21	Section 6.01 of the Indenture shall be amended to read in its entirety as follows:

Section 6.01. Events of Default. Each of the following constitutes an “Event of Default:”

(a) a default in the payment of interest on the Notes when due, which has continued for 30 days;

(b) a default in the payment when due of principal of or premium on, any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

(g) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable, bankruptcy, insolvency, or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) the winding up or liquidation of the Company or the affairs of the Company or any Significant Subsidiary, and in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days.

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

(j) [Intentionally Omitted].

2.22

Deletion of Certain Definitions. Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term that occurs only within sections of the Indenture that are intentionally omitted pursuant to this Supplemental Indenture (the “Indenture Deleted Provisions”), as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

2.23	Deletion of Certain Cross-References. Notwithstanding any provision in the Indenture to the contrary, each cross-reference to the Indenture Deleted Provisions, as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

SECTION THREE

The Notes include certain of the foregoing provisions from the Indenture. Upon the operative date of the Supplemental Indenture, such provisions from the Notes shall be deemed deleted or amended as applicable.

SECTION FOUR

Notwithstanding an earlier execution date, the provisions of this Supplemental Indenture shall not become operative until the time and date upon which the Company notifies the tender agent for the Notes, D. F. King & Co., Inc., that more than 50% in aggregate principal amount of the Outstanding Notes are accepted for purchase pursuant to the terms of the Offer to Purchase.

SECTION FIVE

This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION SIX

This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

SECTION SEVEN

This Supplemental Indenture is an amendment to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Supplemental Indenture or have caused this Supplemental Indenture to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first written above.

LYONDELL CHEMICAL COMPANY, as

Company

By: /s/ Charles L. Hall

Name: Charles L. Hall

Title: Vice President, Controller

and Chief Accounting Officer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo

Name: Robert A. Massimillo

Title: Vice President

EX-4.8(C) 3 lyo8k-120607exhibit48c.htm THIRD SUPPLEMENTAL INDENTURE DATED DECEMBER 6, 2007 AMONG LYONDELL CHEMICAL COMPANY, AND THE BANK OF NEW YORK AS TRUSTEE FOR 8% SENIOR UNSECURED NOTES DUE 2014 lyo8k-120607exhibit48c.htm

Exhibit 4.8(c)

THIRD SUPPLEMENTAL INDENTURE

dated as of December 6, 2007

among

LYONDELL CHEMICAL COMPANY,

as Company

and

THE BANK OF NEW YORK,

as Trustee

__________________________

8.000% Senior Notes due 2014

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of September 20, 2006 (the “Indenture”), relating to the Company’s 8.000% Senior Notes due 2014 (the “Notes”);

WHEREAS, pursuant to Lyondell’s Offer to Purchase and Consent Solicitation Statement dated November 20, 2007 (the “Offer to Purchase”), the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01, and 6.01 of the Indenture as set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.

1.2	The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

2.1	Section 4.04 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.2	Section 4.05 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.3	Section 4.06 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.4	Section 4.07 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.5	Section 4.08 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.6	Section 4.09 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.7	Section 4.10 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.8	Section 4.11 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.9	Section 4.14 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.10	Section 4.15 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.11	Section 4.16 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.12	Section 4.17 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.13	Section 4.19 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.14	Section 4.20 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.15	Section 4.21 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.16	Section 4.22 of the Indenture shall be deleted in its entirety and replaced by the following:

Section 4.22. Limitation on Issuance of Guarantees by Restricted Subsidiaries.

(a) [Intentionally Omitted].

(b) The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

(i) In connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(ii) In connection with any sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(iii) If such Subsidiary Guarantor is a Restricted subsidiary and the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

(iv) Upon satisfaction of the conditions described under Section 13.02;

(v) Upon the liquidation or dissolution of such Subsidiary Guarantor provided no Default or Event of Default has occurred or is continuing under the Indenture; or

(vi) At such time as such Subsidiary Guarantor ceases to guarantee Indebtedness of the Company or any other Subsidiary Guarantor (other than guarantees under the Notes) in excess of the De Minimis Guaranteed Amount, except to the extent all such other guarantees were discharged or released by or as a result of payment under such guarantees.

2.17	Section 4.23 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.18	Section 5.01 of the Indenture shall be amended to read in its entirety as follows:

Section 5.01. Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:

(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee.

(iii) [Intentionally Omitted].

(iv) [Intentionally Omitted].

(b) The Company will not lease all or substantially all its assets to another Person.

2.19	Section 6.01 of the Indenture shall be amended to read in its entirety as follows:

Section 6.01. Events of Default. Each of the following constitutes an “Event of Default:”

(a) a default in the payment of interest on the Notes when due, which has continued for 30 days;

(b) a default in the payment when due of principal of or premium on, any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

2.20

Deletion of Certain Definitions. Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term that occurs only within sections of the Indenture that are intentionally omitted pursuant to this Supplemental Indenture (the “Indenture Deleted Provisions”), as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

2.21	Deletion of Certain Cross-References. Notwithstanding any provision in the Indenture to the contrary, each cross-reference to the Indenture Deleted Provisions, as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

SECTION THREE

SECTION FOUR

SECTION FIVE

This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION SIX

This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

SECTION SEVEN

This Supplemental Indenture is an amendment to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

LYONDELL CHEMICAL COMPANY, as

Company

By: /s/ Charles L. Hall

Name: Charles L. Hall

Title: Vice President, Controller

and Chief Accounting Officer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo

Name: Robert A. Massimillo

Title: Vice President

EX-4.11(C) 4 lyo8k-120607exhibit411c.htm THIRD SUPPLEMENTAL INDENTURE DATED DECEMBER 6, 2007 AMONG LYONDELL CHEMICAL COMPANY, AND THE BANK OF NEW YORK AS TRUSTEE FOR 8.25% SENIOR UNSECURED NOTES DUE 2016 lyo8k-120607exhibit411c.htm

Exhibit 4.11(c)

THIRD SUPPLEMENTAL INDENTURE

dated as of December 6, 2007

among

LYONDELL CHEMICAL COMPANY,

as Company

and

THE BANK OF NEW YORK,

as Trustee

__________________________

8.250 % Senior Notes due 2016

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of September 20, 2006, (the “Indenture”), relating to the Company’s 8.250 % Senior Notes due 2016 (the “Notes”);

WHEREAS, pursuant to Lyondell’s Offer to Purchase and Consent Solicitation Statement dated November 20, 2007 (the “Offer to Purchase”), the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01 and 6.01 of the Indenture as set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.

1.2	The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

2.1	Section 4.04 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.2	Section 4.05 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.3	Section 4.06 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.4	Section 4.07 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.5	Section 4.08 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.6	Section 4.09 of the Indenture shall be deleted in its entirety as follows and replaced by the following:

[Intentionally Omitted].

2.7	Section 4.10 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.8	Section 4.11 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.9	Section 4.14 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.10	Section 4.15 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.11	Section 4.16 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.12	Section 4.17 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.13	Section 4.19 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.14	Section 4.20 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.15	Section 4.21 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.16	Section 4.22 of the Indenture shall be amended to read in its entirety as follows:

Section 4.22. Limitation on Issuance of Guarantees by Restricted Subsidiaries.

(a) [Intentionally Omitted].

(b) The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

(i) in connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(ii) in connection with any sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(iii) if such Subsidiary Guarantor is a Restricted subsidiary and the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

(iv) upon satisfaction of the conditions described under Section 13.02;

(v) upon the liquidation or dissolution of such Subsidiary Guarantor provided no Default or Event of Default has occurred or is continuing under the Indenture; or

(vi) at such time as such Subsidiary Guarantor ceases to guarantee Indebtedness of the Company or any other Subsidiary Guarantor (other than guarantees under the Notes) in excess of the De Minimis Guaranteed Amount, except to the extent all such other guarantees were discharged or released by or as a result of payment under such guarantees.

2.17	Section 4.23 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.18	Section 5.01 of the Indenture shall be amended to read in its entirety as follows:

Section 5.01. Consolidation, Merger or Sale of Assets by the Company.

(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee.

(iii) [Intentionally Omitted].

(iv) [Intentionally Omitted].

(b) The Company will not lease all or substantially all its assets to another Person.

2.19	Section 6.01 of the Indenture shall be amended to read in its entirety as follows:

Section 6.01. Events of Default. Each of the following constitutes an “Event of Default:”

(a) a default in the payment of interest on the Notes when due, which has continued for 30 days;

(b) a default in the payment when due of principal of or premium on, any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

2.20

Deletion of Certain Definitions. Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term that occurs only within sections of the Indenture that are intentionally omitted pursuant to this Supplemental Indenture (the “Indenture Deleted Provisions”), as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

2.21	Deletion of Certain Cross-References. Notwithstanding any provision in the Indenture to the contrary, each cross-reference to the Indenture Deleted Provisions, as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

SECTION THREE

SECTION FOUR

SECTION FIVE

This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION SIX

This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

SECTION SEVEN

This Supplemental Indenture is an amendment to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

LYONDELL CHEMICAL COMPANY, as

Company

By: /s/ Charles L. Hall

Name: Charles L. Hall

Title: Vice President, Controller

and Chief Accounting Officer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo

Name: Robert A. Massimillo

Title: Vice President

EX-4.27(C) 5 lyo8k-120607exhibit427b.htm SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 6, 2007 AMONG LYONDELL CHEMICAL COMPANY, THE SUBSIDIARY GUARANTORS PARTY THERETO, AND THE BANK OF NEW YORK AS TRUSTEE FOR 6.875% SENIOR UNSECURED NOTES DUE 2017 lyo8k-120607exhibit427b.htm

Exhibit 4.27(c)

SECOND SUPPLEMENTAL INDENTURE

dated as of December 6, 2007

among

LYONDELL CHEMICAL COMPANY,

as Company

and

THE BANK OF NEW YORK,

as Trustee

__________________________

6.875 % Senior Notes due 2017

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of June 1, 2007, (the “Indenture”), relating to the Company’s 6.875% Senior Notes due 2017 (the “Notes”);

WHEREAS, pursuant to Lyondell’s Offer to Purchase and Consent Solicitation Statement dated November 20, 2007 (the “Offering to Purchase”), the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01, and 6.01 of the Indenture as set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

SECTION ONE

1.1	Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to such terms in the Indenture.

1.2	The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recital contained in the third paragraph of the recitals herein is deemed to be that of the Company.

SECTION TWO

2.1	Section 4.04 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.2	Section 4.05 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.3	Section 4.06 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.4	Section 4.07 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.5	Section 4.08 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.6	Section 4.09 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.7	Section 4.10 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.8	Section 4.11 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.9	Section 4.14 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.10	Section 4.15 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.11	Section 4.16 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.12	Section 4.17 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.13	Section 4.19 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.14	Section 4.20 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.15	Section 4.21 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.16	Section 4.22 of the Indenture shall be amended to read in its entirety as follows:

(a) [Intentionally Omitted].

(b) The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

(i) in connection with any sale or other disposition of all orsubstantially all of the assets of such Subsidiary Guarantor (including by way ofmerger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(ii) in connection with any sale or other disposition of all of theCapital Stock of such Subsidiary Guarantor to a Person that is not (either beforeor after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition complies with the applicable provisions of the Indenture;

(iii) if such Subsidiary Guarantor is a Restricted subsidiary andthe Company designates such Subsidiary Guarantor as an Unrestricted Subsidiaryin accordance with the applicable provisions of the Indenture;

(iv) upon satisfaction of the conditions described under Section12.02;

(v) upon the liquidation or dissolution of such SubsidiaryGuarantor provided no Default or Event of Default has occurred or is continuingunder the Indenture; or

(vi) at such time as such Subsidiary Guarantor ceases toguarantee Indebtedness of the Company or any other Subsidiary Guarantor (otherthan guarantees under the Notes) in excess of the De Minimis GuaranteedAmount, except to the extent all such other guarantees were discharged or released by or as a result of payment under such guarantees.

2.17	Section 4.23 of the Indenture shall be deleted in its entirety and replaced by the following:

[Intentionally Omitted].

2.18	Section 5.01 of the Indenture shall be amended to read in its entirety as follows:

Section 5.01. Consolidation, Merger or Sale of Assets by the Company.

(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, and this Indenture and pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee.

(iii) [Intentionally Omitted].

(iv) [Intentionally Omitted].

(b) The Company will not lease all or substantially all its assets to another Person.

2.19	Section 6.01 of the Indenture shall be amended to read in its entirety as follows:

Section 6.01. Events of Default. Each of the following constitutes an “Event ofDefault:”

(a) a default in the payment of interest on the Notes when due, which has continued for 30 days;

(b) a default in the payment when due of principal of or premium on, any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

2.20

Deletion of Certain Definitions. Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term that occurs only within sections of the Indenture that are intentionally omitted pursuant to this Supplemental Indenture (the “Indenture Deleted Provisions”), as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

2.21	Deletion of Certain Cross-References. Notwithstanding any provision in the Indenture to the contrary, each cross-reference to the Indenture Deleted Provisions, as in effect prior to the execution of this Supplemental Indenture, shall be of no further force or effect.

SECTION THREE

SECTION FOUR

SECTION FIVE

This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

SECTION SIX

This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

SECTION SEVEN

This Supplemental Indenture is an amendment to the Indenture. The Indenture and this Supplemental Indenture shall henceforth be read together.

**Remainder of this page intentionally left blank.**

LYONDELL CHEMICAL COMPANY, as

Company

By: /s/ Charles L. Hall

Name: Charles L. Hall

Title: Vice President, Controller

and Chief Accounting Officer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo

Name: Robert A. Massimillo

Title: Vice President

EX-99.1 6 lyo8k-120607exhibit991.htm PRESS RELEASE lyo8k-120607exhibit991.htm

Exhibit 99.1

NEWS RELEASE

For information, contact:

Media – David A. Harpole (713) 309-4125

Investors – Douglas J. Pike (713) 309-7141

Lyondell Chemical Company, Equistar Chemicals, LP and

Equistar Funding Corporation Announce Results to Date and

Pricing of the Cash Tender Offers and Related Consent Solicitations for $4.01 Billion of Outstanding Debt Securities

Lyondell Chemical Company Securities:

• $325 Million 10.500% Senior Secured Notes due 2013

• $875 Million 8.000% Senior Notes due 2014

• $900 Million 8.250% Senior Notes due 2016

• $510 Million 6.875% Senior Notes due 2017

Equistar Chemicals, LP and Equistar Funding Corporation Securities:

• $400 Million 10.125% Senior Notes due 2008

• $600 Million 8.750% Notes due 2009

• $400 Million 10.625% Senior Notes due 2011

HOUSTON, Dec. 6, 2007 — Lyondell Chemical Company (NYSE: LYO) and its subsidiaries Equistar Chemicals, LP (“Equistar”) and Equistar Funding Corporation (together with Equistar, the “Equistar Issuers”) announced today that, as of 5 p.m. EST on Dec. 5, 2007 (the “Consent Payment Deadline”), a total of approximately $3.97 billion in aggregate principal amount of the outstanding debt securities listed in Table 1 below (collectively, the “Notes”) issued by Lyondell or the Equistar Issuers, as applicable, has been tendered pursuant to the previously announced cash tender offers (the “Offers”) and consent solicitations (the “Consent Solicitations”). As a result, Lyondell and the Equistar Issuers have received the required consents from holders to amend each of the indentures governing the applicable Notes. Upon Lyondell and the Equistar Issuers accepting for purchase at least a majority in aggregate principal amount of the applicable Notes outstanding, each of the supplemental indentures effecting the proposed amendments as described in the Offer to Purchase and Consent Solicitation Statement dated Nov. 20, 2007 (the “Offer and Consent Statement”) will become operative.

The Offer for each series of Notes will expire at 12:01 a.m. EST on Dec. 20, 2007, unless extended or earlier terminated by Lyondell or the Equistar Issuers, as applicable, in their sole discretion (the “Expiration Date”). Withdrawal rights with respect to the Notes and revocation rights with respect to corresponding consents have expired. Accordingly, holders may not withdraw any Notes previously or hereafter tendered, except as contemplated in the applicable Offers.

The total consideration was determined as of 2 p.m. EST on Dec. 5, 2007. The total consideration per $1,000 principal amount of the Notes validly tendered at or prior to the Consent Payment Deadline, not validly withdrawn and accepted for payment (the “Total Consideration”) is set forth in Table 1 below, of which $30 is the consent payment. The tender offer consideration per $1,000 principal amount of the Notes validly tendered after the Consent Payment Deadline, not validly withdrawn and accepted for payment (the “Tender Offer Consideration”) equals the Total Consideration minus the $30 consent payment. In each case, accrued and unpaid interest on the Notes will be paid in cash from the most recent interest payment date applicable to the Notes to, but not including, the applicable payment date for the Offers. The applicable payment date for Notes tendered on or prior to the Consent Payment Deadline is expected to be on or about Dec. 20, 2007. The applicable payment date for Notes tendered after the Consent Payment Deadline and on or prior to the Expiration Date is expected to be on or about Dec. 21, 2007.

Table 1 – Results to Date and Pricing Information for the Offers

Lyondell’s Notes
CUSIP Number	Security Description	Tender Offer Yield	Total Consideration	Tender Offer Consideration	Percentage of Principal Amount Tendered
552078AV9	10.500% Senior Secured Notes due 2013	3.764%	$ 1,081.17	$ 1,051.17	99.76%
552078AW7	8.000% Senior Notes due 2014	3.429%	$ 1,154.78	$ 1,124.78	99.67%
552078AX5	8.250% Senior Notes due 2016	3.601%	$ 1,197.17	$ 1,167.17	99.85%
552078AY3	6.875% Senior Notes due 2017	3.788%	$ 1,155.31	$ 1,125.31	99.99%
Equistar Issuer’s Notes
CUSIP Number	Security Description	Tender Offer Yield	Total Consideration	Tender Offer Consideration	Percentage of Principal Amount Tendered
29444NAF9	10.125% Senior Notes due 2008	3.857%	$ 1,042.60	$ 1,012.60	97.96%
29444NAD4	8.750% Notes due 2009	3.519%	$ 1,058.51	$ 1,028.51	97.55%
29444NAH5	10.625% Senior Notes due 2011	3.761%	$ 1,050.65	$ 1,020.65	97.95%

The Offers and Consent Solicitations are subject to the satisfaction of certain conditions, including the proposed merger of Lyondell with BIL Acquisition Holdings Limited, a Delaware corporation and wholly owned subsidiary of Basell AF S.C.A., a Luxembourg company. The complete terms and conditions of the Offers and Consent Solicitations are set forth in the Offer and Consent Statement, which has been sent to holders of the Notes. Holders are urged to carefully read the Offer and Consent Statement and related materials.

Goldman, Sachs & Co. and Merrill Lynch & Co. are the dealer managers for the Offers and solicitation agents for the Consent Solicitations. Questions regarding the Offers and Consent Solicitations may be directed to Goldman, Sachs & Co. at (877) 686-5059 (toll-free) or (212) 357-0775 (collect), and Merrill Lynch & Co. at (888) 654-8637 (toll-free) or (212) 449-4914 (collect). Copies of the Offer and Consent Statement and related materials may be obtained from the Information Agent, D. F. King & Co., Inc. at (800) 290-6429 (U.S. toll free) or (212) 269-5550 (Banks and Brokers).

# # #

This announcement is not an offer to purchase, a solicitation for acceptance of an offer to purchase, or a solicitation of consents with respect to, any securities. The Offers and Consent Solicitations are being made solely pursuant to the Offer and Consent Statement and related materials.

About Lyondell

Lyondell Chemical Company, headquartered in Houston, Texas, is North America's third-largest independent, publicly traded chemical company. Lyondell is a leading global manufacturer of chemicals and plastics, a refiner of heavy, high-sulfur crude oil and a significant producer of fuel products. Key products include ethylene, polyethylene, styrene, propylene, propylene oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

Forward-Looking Statements

The statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of management, and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, Lyondell’s ability to implement its business strategies, including the ability of Lyondell and Basell to complete the proposed merger; availability, cost and price volatility of raw materials and utilities; supply/demand balances; industry production capacities and operating rates; uncertainties associated with the U.S. and worldwide economies; legal, tax and environmental proceedings; cyclical nature of the chemical and refining industries; operating interruptions; current and potential governmental regulatory actions; terrorist acts; international political unrest; competitive products and pricing; technological developments; risks of doing business outside of the U.S.; access to capital markets; and other risk factors. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Lyondell, Equistar and Millennium Annual Reports on Form 10-K for the year ended December 31, 2006 and Quarterly Reports on Form 10-Q for the quarter ended September 30, 2007.

SOURCE: Lyondell Chemical Company and Equistar Chemicals, LP

Lyondell Chemical Company

www.lyondell.com

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