8-K

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 20, 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))

Introductory Note

On December 20, 2007, Lyondell Chemical Company (the “Company”) completed its merger (the “Merger”) with BIL Acquisition Holdings Limited (“Merger Sub”), an indirect wholly owned subsidiary of Basell AF S.C.A. (which was renamed LyondellBasell Industries AF S.C.A. in connection therewith and is referred to herein as “Parent”), pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of July 16, 2007 among Parent, Merger Sub and the Company (the “Merger Agreement”).  As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Parent.  Parent is controlled by Access Industries, a privately held, U.S.-based industrial group, of which Len Blavatnik is its chairman and principal shareholder.  The diagram below represents a condensed version of the LyondellBasell Industries AF S.C.A. corporate and capital structure after giving effect to the Merger and financing transactions described in this Current Report on Form 8-K, as well as certain other transactions to which the Company was not a party.

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(1) AI Petrochemicals LLC, which is controlled by Access Industries, indirectly owns approximately 97% of Parent.

(2) The 2015 Notes are senior obligations of Parent and are guaranteed on a senior subordinated basis by those entities that are borrowers or guarantors under the Senior Secured Credit Facilities and the Interim Loan.

(3) The Interim Loan is a senior obligation of LyondellBasell Finance Company guaranteed on a senior basis by Parent and certain subsidiaries, including the Company and certain of its subsidiaries.  Each of the entities shaded in gray guarantees or is a borrower under the Interim Loan and the Senior Secured Credit Facilities.  Certain other subsidiaries of Parent (including certain of the subsidiaries included in the “Basell Non-U.S. Subsidiaries” box of the diagram) also guarantee the Interim Loan and the Senior Secured Credit Facilities.  Those material subsidiaries that did not provide guarantees are generally subject to legal or contractual restrictions that limit their ability to give guarantees.  All entities that guarantee the 2015 Notes also guarantee the Interim Loan and guarantee or are borrowers under the Senior Secured Credit Facilities.

(4) The Senior Secured Credit Facilities comprise a $2,000 million term loan A facility, a $7,550 million and €1,300 million term loan B facility and a $1,000 million revolving credit facility.  Basell Holdings B.V., Basell Germany Holdings GmbH, Basell Finance Company B.V. and the Company are the borrowers under the Senior Secured Credit Facilities.  Each of the other entities shaded in gray guarantees the Senior Secured Credit Facilities.  The entities that are guarantors and borrowers under the Senior Secured Credit Facilities (excluding LyondellBasell Finance Company, which is the borrower under the Interim Loan) are the same entities that guarantee the Interim Loan.

(5) The Asset-Based Facilities include an inventory facility of up to $1,000 million and a receivables facility of up to $1,150 million.  The Company, Houston Refining LP and Equistar Chemicals, LP, each of which is an indirect wholly owned subsidiary of the Company, and Basell USA Inc. (an entity included in the “Basell U.S. Subsidiaries” box of the diagram) are borrowers under the inventory facility.  The inventory facility is guaranteed by each domestic subsidiary of a borrower that is a guarantor under the Senior Secured Credit Facilities (other than Equistar Chemicals, LP and Houston Refining LP).  The Company, Equistar Chemicals, LP and Houston Refining LP are originators under the receivables facility.

(6) Foreign subsidiaries of the Company, excluding French subsidiaries and certain joint venture investments, were sold to subsidiaries of Basell Holdings.  These former Lyondell Non-U.S. Subsidiaries are held indirectly by Basell Holdings through subsidiaries.

(7) Parent and its subsidiaries are subject to the restrictive covenants under the Interim Loan and the Senior Secured Credit Facilities.

(8) The entities comprising the “Basell U.S. Subsidiaries” (which includes Basell USA Inc.) and the Company are indirect wholly owned subsidiaries of LyondellBasell Finance Company.  Of the entities comprising the “Basell U.S. Subsidiaries,” only Basell USA Inc. is a borrower under the inventory facility of the Asset-Based Facilities.

(9) Certain Basell Non-U.S. Subsidiaries are held by Basell Germany Holdings and others are owned by other subsidiaries of Basell Holdings.

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Item 1.02 Termination of a Material Definitive Agreement

Satisfaction and Discharge of Indenture Related to 10.500% Senior Secured Notes due 2013

On December 20, 2007, the Company gave the trustee under the Indenture dated as of May 20, 2003 between the Company, the subsidiary guarantors party thereto, and the Bank of New York, as trustee (the “2013 Indenture”), notice to redeem the remaining outstanding $677,000 aggregate principal amount of the Company’s 10.500% Senior Notes due 2013 (the “2013 Notes”) on June 2, 2008 at a redemption price of 105.25% of the principal amount thereof.  The Company deposited with the trustee amounts sufficient to repay the obligations thereunder in full, including with respect to accrued interest to the redemption date, and satisfied and discharged the 2013 Indenture.  Upon such satisfaction and discharge, the 2013 Indenture ceased to be of further effect (except for certain rights of the Trustee).

Senior Secured Credit Facility

On December 20, 2007, in connection with the Merger, the Company repaid all amounts outstanding under the Credit Agreement dated as of August 16, 2006 by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger and the Lenders party thereto, as heretofore amended, and terminated all commitments and obligations of the Company and relevant subsidiary guarantors thereunder and under other related documents.  The Credit Agreement had consisted of a $2.65 billion, seven-year term loan and a $1.055 billion revolving credit facility.  No material penalties were due in connection with such repayments.

Accounts Receivable Sales Facility

On December 20, 2007, in connection with the Merger, the Company terminated its $150 million Receivables Purchase Agreement dated as of December 17, 2003 among Lyondell Funding II, LLC as the seller, the Company as the servicer, the banks and other financial institutions party thereto as purchasers, and Citicorp USA, Inc. as asset agent and administrative agent for the purchasers, as heretofore amended, and terminated all commitments and obligations of the Company thereunder and under other related documents.  No material penalties were due in connection with such repayments.

Equistar Inventory-Based Revolving Credit Facility

On December 20, 2007, in connection with the Merger, Equistar Chemicals, LP, an indirect wholly owned subsidiary of the Company (“Equistar”), repaid all amounts outstanding under its $400 million inventory-based revolving Credit Agreement dated as of December 17, 2003 among Equistar,  the subsidiaries of Equistar party thereto, the lenders party thereto and Bank One, NA, Credit Suisse First Boston and JP Morgan Chase Bank as Co-Documentation Agents, Bank of America, N.A. and Citicorp USA, Inc. as Co-Collateral Agents, and Citicorp USA, Inc. as Administrative Agent, as heretofore amended, and terminated all commitments and obligations of Equistar and relevant subsidiaries thereunder and under other related documents.   No material penalties were due in connection with such repayments.

Equistar Accounts Receivable Sales Facility

On December 20, 2007, in connection with the Merger, Equistar terminated its $600 million Receivables Purchase Agreement dated as of December 17, 2003 among Equistar Receivables II, LLC as the seller, Equistar as the servicer, the banks and other financial institutions party thereto as purchasers, Bank One, NA, Credit Suisse First Boston and JP Morgan Chase Bank as Co-Documentation Agents, Citicorp USA, Inc. and Bank of America, N.A. as Co-Asset Agents, Citicorp USA, Inc., as Administrative Agent, and Citigroup Global Markets Inc. and Banc of America Securities LLC as Joint Lead Arrangers and Joint Bookrunners,as heretofore amended, and terminated all commitments and obligations of Equistar thereunder and under other related documents.  No material penalties were due in connection with such repayments.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Senior Secured Credit Facilities

In connection with the Merger, the Company, as successor to Merger Sub, became a borrower under a senior secured credit agreement dated as of December 20, 2007 between, among others, Merger Sub, Basell Holdings B.V., a wholly owned subsidiary of Parent (“Basell Holdings”), Basell Finance Company B.V., a wholly owned subsidiary of Parent (“Basell Finance”), Basell Germany Holdings GmbH, a wholly owned subsidiary of Basell Holdings (“Basell Germany Holdings”), Parent, as a guarantor, certain subsidiaries of Parent, including certain subsidiaries of the Company, as subsidiary guarantors, and Citibank, N.A., as Administrative Agent, U.S. Swing Line Lender and Collateral Agent, Citibank, N.A., London Branch, as European Swing Line Lender, and Citigroup Global Markets Inc., Goldman Sachs Credit Partners, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO Incorporated and UBS Securities LLC as joint lead arrangers and joint bookrunners (the “Senior Secured Credit Facilities”).

Structure

The Senior Secured Credit Facilities provide for the following:

•           a senior secured tranche A term loan facility of $2,000 million;

•           a senior secured tranche B term loan facility of $7,550 million and €1,300 million; and

•           a senior secured multicurrency revolving credit facility of $1,000 million.

Borrowings under the term loan facilities were used, together with approximately $130 million of borrowings under the revolving credit facility and borrowings under the Asset-Based Facilities (as defined below) and the Interim Loan (as defined below), to finance the Merger, repay indebtedness of the Company and its subsidiaries, as well as of Parent and its subsidiaries and pay related fees and expenses.  The revolving credit facility may be used to finance the general corporate requirements of Parent and its subsidiaries (including the Company).

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Borrowers

$500 million of the tranche A term loan facility was borrowed by Basell Holdings with the remaining portion borrowed by Merger Sub (which subsequently merged with and into the Company).  €1,300 million of the tranche B term loan facility was borrowed by Basell Germany Holdings with the remaining $7,550 million borrowed by Merger Sub.  The revolving loans were made available to Merger Sub and will be made available to the Company, Basell Finance, Basell Holdings and Basell Germany Holdings.

Interest and Fees

At the Company’s option, loans under the Senior Secured Credit Facilities bear interest at rates per annum equal to:

either (i) adjusted LIBOR (or, in the case of euro loans, EURIBOR) plus the applicable margin or (ii) the higher of (A) the federal funds rate plus 0.5% and (B) the prime rate plus the applicable margin.

The applicable margin and unused commitment fee are subject to a pricing grid based on the First Lien Senior Secured Leverage Ratio (as defined in the Senior Secured Credit Facilities).

Guarantees

The Senior Secured Credit Facilities are guaranteed irrevocably and unconditionally, jointly and severally on a senior secured basis by Parent and certain of its subsidiaries, including subsidiaries of the Company.

Security

The borrowers and certain guarantors under the Senior Secured Credit Facilities granted first priority security interests over all of their present and after acquired material assets.  In addition, such borrowers and guarantors granted first-priority security interests over the share capital of certain of their subsidiaries in favor of the lenders under the Senior Secured Credit Facilities.

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Covenants

The Senior Secured Credit Facilities contain customary covenants, subject to certain agreed exceptions, including covenants restricting the ability of Parent, each borrower and each guarantor (and in certain cases, the subsidiaries of such borrowers or guarantors) to, among other things:

• incur, assume or permit to exist indebtedness or guarantees;

• incur, assume or permit to exist liens;

• make loans and investments;

• declare dividends, make payments on or redeem or repurchase capital stock;

• engage in mergers, acquisitions, and other business combinations;

• prepay, redeem or purchase certain indebtedness;

• amend or otherwise alter terms of certain indebtedness, and other material agreements;

• make dispositions of assets;

• engage in transactions with affiliates;

• enter into or permit to exist contractual obligations limiting the ability of the Parent and certain of its subsidiaries to make distributions or to incur or permit to exist liens; and

• alter the conduct of business.

The Senior Secured Credit Facilities require Parent to comply with the following financial covenants:

• First Lien Senior Secured Leverage Ratio:  a maximum First Lien Senior Secured Leverage Ratio of 3.75:1.0;

• Consolidated Debt Service Ratio:  a minimum consolidated debt service ratio (as defined in the Senior Secured Credit Facilities) of 1.1:1.0; and

• Capital Expenditures:  a maximum level of capital expenditures per year.

The Senior Secured Credit Facilities include equity cure provisions with respect to breaches of financial covenants.

Repayment

The term A loans have a final maturity of six years.  The amortization schedule results in a weighted average life of 4.75 years.  The tranche B term loan facility amortizes at 1% per annum of the initial principal amount of the tranche B term loan facility (which is payable in quarterly installments) with all remaining amounts paid at maturity.  The term B loans have a maturity of seven years.

All amounts outstanding under the revolving credit facility have a final maturity of six years.

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Prepayments

Subject to certain exceptions, mandatory prepayments are required to be made out of, among others, the following:

• 100% of net cash proceeds from certain events including certain sales, transfers, leases and other disposals, casualty and insurance events and recovery events;

• 100% of net cash proceeds of the incurrence of indebtedness; and

• for any fiscal year (commencing with the fiscal year ending December 31, 2008), a portion of excess cash flow.

The borrowers may voluntarily prepay amounts outstanding under the tranche A term loan facility, the tranche B term loan facility and the revolving facility at any time without penalty or premium.

Events of Default

The Senior Secured Credit Facilities set out customary events of default, the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments.

Hedging Arrangements

The borrowers are required to enter into and maintain hedging agreements for at least three (3) years that result in at least 50% of Parent's consolidated total debt (excluding revolving loans and excluding debt under securitizations and receivables financings transactions and asset-based facilities over $2.0 billion) being fixed-rate indebtedness. For purposes of this covenant, the Interim Loan is treated as fixed-rate indebtedness.

Interim Loan

In connection with the Merger, the Company and certain of its subsidiaries became guarantors under the Interim Loan dated as of December 20, 2007 (the “Interim Loan”), between, among others, LyondellBasell Finance Company, a wholly owned subsidiary of Parent, of which the Company is an indirect wholly owned subsidiary, as borrower (“LyondellBasell Finance”), Parent as a guarantor, certain subsidiaries of Parent, including subsidiaries of the Company, as subsidiary guarantors, and Merrill Lynch Capital Corporation, Citigroup Global Markets Inc., Goldman Sachs Credit Partners, L.P., ABN AMRO Incorporated and UBS Securities LLC as joint lead arrangers and joint bookrunners (the “Interim Loan Agreement”).

Structure

The Interim Loan Agreement provides for a facility of $8,000 million that ranks equally in right of payment with all of LyondellBasell Finance’s existing and future senior indebtedness and senior to all of LyondellBasell Finance’s current and future subordinated indebtedness.

Borrowings under the Interim Loan were used, together with certain borrowings under the Senior Secured Credit Facilities and borrowings under the Asset-Based Facilities, to finance the Merger, repay indebtedness of the Company and its subsidiaries, as well as of Parent and its subsidiaries and pay related fees and expenses.

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Interest and Fees

Loans under the Interim Loan bear interest at rates per annum equal to LIBOR plus a margin.

The initial margin will increase after the first six months by an additional 0.50% for each consecutive three-month period thereafter.

Guarantees

All obligations under the Interim Loan are guaranteed by the same entities that are borrowers or guarantors under the Senior Secured Credit Facilities irrevocably and unconditionally, jointly and severally on a senior secured basis.

Security

The same entities that granted security interests under the Senior Secured Credit Facilities granted a second-priority security interest in favor of the lenders under the Interim Loan over the collateral securing the lenders under the Senior Secured Credit Facilities.

Covenants

The Interim Loan agreement contains customary incurrence based covenants which include, among others, restrictions on the ability of Parent and its restricted subsidiaries to:

• incur additional indebtedness;

• make restricted payments;

• create certain liens;

• sell assets;

• in the case of restricted subsidiaries, enter into arrangements that restrict dividends or other payments to Parent;

• engage in transactions with affiliates;

• create unrestricted subsidiaries; and

• consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

Repayment

Any loan outstanding under the Interim Loan on the first anniversary of the date of completion of the Merger will be automatically converted into a senior secured loan, to be repaid in full on the eighth anniversary of the date of completion of the Merger.  The extended loans will be guaranteed by the same guarantors as the initial loans and will be secured, on a second ranking basis, with the same assets that secured the initial loans.  At any time on or after such conversion date, at the option of the applicable lender, such loans may be exchanged in whole or in part for exchange notes; the exchange notes will be guaranteed by the same guarantors as the extended loans and will be secured, on a pari passu basis with the extended loans, with the same assets that security extended loans subject to certain limited exceptions.  The exchange notes will benefit from customary registration rights.

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Prepayments

Mandatory prepayments are required to be made out of, among others, net cash proceeds from:

• the issuance of any indebtedness, the purpose of which is to refinance the loans under the Interim Loan;

• subject to the prior repayment of loans outstanding under the Senior Secured Credit Facilities, any non-ordinary course asset sales by Parent or any of its subsidiaries;

• certain insurance recovery payments; and

• the issuance of equity securities of, or capital contributions to, LyondellBasell Finance (other than proceeds of equity investments by Parent).

Events of Default

The Interim Loan Agreement sets out customary events of default, the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments.

2015 Notes

In connection with the Merger, the Company and its subsidiaries that became borrowers or guarantors under the Senior Secured Credit Facilities also became guarantors under the Parent’s $615 million and €500 million in aggregate principal amount of 8⅜% Senior Notes due 2015 (the “2015 Notes”).  The 2015 Notes were issued pursuant to an indenture dated as of August 10, 2005 (the “2005 Indenture”) between, amongst others, Parent, each of the guarantors named therein, as guarantors, and The Bank of New York, as Trustee.  The notes are senior obligations of Parent.  The guarantees are senior subordinated obligations of each of the guarantors.  For a description of the subordination provision applicable to these guarantees, see the description of the Intercreditor Agreement (as defined below) set forth elsewhere in this Current Report on Form 8-K.

Interest Payments

Interest on the 2015 Notes is payable semi-annually at an annual rate of 8⅜% on February 15 and August 15 of each year.

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Redemption and Repurchase

Parent may redeem some or all of the 2015 Notes on or prior to August 15, 2010 by paying 100% of the principal amount of such 2015 Notes plus a make whole premium.  At any time on or after August 15, 2010, Parent may redeem some or all of the 2015 Notes at customary redemption prices.

At any time before August 15, 2008, Parent may redeem up to 35% of the aggregate principal amount of each series of 2015 Notes with the net proceeds of certain equity offerings at 108.375% of the principal amount of such notes, plus accrued interest, if at least 65% of the originally issued aggregate principal amount of each series of 2015 Notes remains outstanding.

Guarantee of the 2015 Notes

Parent’s obligations under the 2015 Notes are jointly and severally guaranteed on an unsecured senior subordinated basis by certain entities that were subsidiaries of Parent prior to the Merger.  In connection with Merger, the other entities which are borrowers or guarantors under the Senior Secured Credit Facilities entered into a supplemental indenture to the 2015 Indenture under which they guarantee the 2015 Notes on a senior subordinated basis.

Security

Parent’s obligations under the 2015 Notes are secured by a second priority pledge of the loan of the proceeds of the issuance of the 2015 Notes from Parent to Basell Holdings (the “2015 High Yield Proceeds Loan”) and 100% of the shares of Basell Funding S.à r.1., a wholly owned subsidiary of Parent.  Subject to the terms of the Intercreditor Agreement, the 2015 High Yield Proceeds Loan is repayable at the same time as the repayment in full or in part of amounts due under the 2015 Notes, whether at maturity, on early redemption or mandatory repurchase or upon acceleration.  The 2015 High Yield Proceeds Loan is subordinated in right of payment to the Senior Secured Credit Facilities to the same extent as the guarantee of Basell Holdings is subordinated to guarantor senior debt and is subject to the Intercreditor Agreement.

Covenants

The 2015 Indenture contains customary covenants which include, among others, restrictions on the ability of Parent and its restricted subsidiaries to:

• incur additional indebtedness;

• make restricted payments;

• create certain liens;

• sell assets;

• enter into sale and leaseback transactions;

• issue or sell preferred stock;

• in the case of restricted subsidiaries, enter into arrangements that restrict dividends or other payments to Parent;

• engage in transactions with affiliates;

• create unrestricted subsidiaries; and

• consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

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Events of Default

The 2015 Indenture contains customary events of default.

10¼% Debentures due 2010 and 9.8% Debentures due 2020

The Company, as successor by merger to the obligations of ARCO Chemical Company (“ARCO Chemical”), is the obligor with respect to $100 million in aggregate principal amount of 10¼% Debentures due 2010 and $225 million in aggregate principal amount of 9.8% Debentures due 2020 (collectively, the “ARCO Chemical Debentures”),  issued by ARCO Chemical pursuant to an indenture dated as of June 15, 1988 between ARCO Chemical and The Bank of New York, as Trustee, as heretofore supplemented (the “ARCO Chemical Indenture”).  Prior to the Merger, the ARCO Chemical Debentures were unsecured.  Pursuant to the terms of the ARCO Chemical Indenture, in connection with the Merger and related financing transactions, the ARCO Chemical Debentures became equally and ratably secured with the property held directly by the Company that secures the Senior Secured Credit Facilities and the Interim Loan, including four operating plants (the propylene glycol (PG) and propylene glycol ethers (PGE) plants at Lyondell’s Bayport facility and the butanediol (BDO) and methyl tertiary butyl ether (MTBE) plants at Lyondell’s Channelview facility) and the capital stock of the Company’s directly owned subsidiaries.

7.55% Senior Notes due 2026

The Company issued $150 million in aggregate principal amount of 7.55% Senior Notes due 2026 (the “2026 Notes”) pursuant to an Indenture dated as of January 29, 1996 between the Company and Texas Commerce Bank National Association, as Trustee, as heretofore supplemented (the “2026 Indenture”). The 2026 Notes were assumed by Equistar from the Company in connection with Equistar’s formation in 1997.  The Company remains a guarantor of the 2026 Notes.  Prior to the Merger the 2026 Notes were unsecured.  In connection with financing transactions for the Merger, the Senior Secured Credit Facilities and the Interim Loan are expected to become secured by certain restricted properties (as defined in the 2026 Indenture) of Equistar.  The 2026 Indenture generally defines restricted properties to be (i) any plant for the production of petrochemicals and (ii) shares of capital stock or indebtedness of a subsidiary which owns property described in clause (i).  Pursuant to the terms of the 2026 Indenture, when the Senior Secured Credit Facilities and the Interim Loan become secured by any such restricted property, the 2026 Notes will become equally and ratably secured with the restricted property that secures such facilities.

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7⅝% Millennium Senior Unsecured Notes due 2026

On November 21, 1996, Millennium America Inc. (“Millennium America”), a wholly-owned subsidiary of Millennium Chemicals Inc., a wholly owned subsidiary of the Company  (“Millennium”), issued $250 million in aggregate principal amount of 7⅝% Senior Unsecured Notes due 2026 (the “Millennium Notes”) pursuant to an indenture dated as of November 27, 1996 (the “Millennium Indenture”), among Millennium America, Millennium, as Guarantor, and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenture dated as of November 21, 1997.  Millennium America’s obligations under the Millennium Notes are jointly and severally guaranteed by Millennium. There are currently $241 million of the Millennium Notes outstanding.  Under the terms of the Millennium Indenture, Millennium America and certain of its subsidiaries may not issue, assume or guarantee any debt secured by liens upon certain restricted properties (as defined in the Millennium Indenture), without providing that any Millennium Notes are secured equally and ratably to such debt.  The Millennium Notes were unsecured prior to the Merger and remain unsecured after giving effect to the Merger and the financing transactions described elsewhere in this Current Report on Form 8-K since Millennium America and its subsidiaries did not pledge any property as collateral under the Interim Loan and Senior Secured Credit Facilities.

Asset-Based Inventory Facility

In connection with the Merger, the Company entered into a $1,000 million senior secured inventory-based credit facility dated as of December 20, 2007 (the “ABF Inventory Facility”) by and among the Company, Houston Refining LP, an indirect wholly owned subsidiary of the Company (“Houston Refining”), Equistar and Basell USA Inc., a wholly owned subsidiary of LyondellBasell Finance (“BUSA” and, together with the Company, Houston Refining and Equistar, the “ABF Borrowers”), Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation, ABN AMRO Incorporated and UBS Securities LLC (collectively, the “Arrangers”), Citibank, N.A., JPMorgan Chase Bank N.A., and other banks acting in the capacity of issuers of letters of credit (collectively, the “Issuers”), Citicorp USA, Inc. (the “Inventory Administrative Agent”) and the lenders party thereto (the “ABF Lenders”).

Structure

The ABF Inventory Facility provides for a revolving credit facility made available to the ABF Borrowers in a principal amount of the lesser of $1,000 million or a borrowing base.  The ABF Inventory Facility provides for advances, the issuance of letters of credit and swingline loans.  The ABF Inventory Facility provides for an incremental increase at the option of the ABF Borrowers.  The total amount of such increase in the ABF Inventory Facility plus any increase permitted under the ABF Receivables Facility (as defined below) may not exceed $600 million.

The ABF Borrowers are jointly and severally liable for all obligations under the ABF Inventory Facility.

Approximately $175 million in proceeds of the ABF Inventory Facility were used together with certain borrowings under the Senior Secured Credit Facilities, proceeds under the ABF Receivables Facility and the borrowings under the Interim Loan to finance the Merger, repay indebtedness of the Company and its subsidiaries, as well as of Parent and its subsidiaries and pay related fees and expenses.  Proceeds of the ABF Inventory Facility may also be used to finance general corporate purposes.

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The ABF Inventory Facility will terminate on the fifth anniversary of the closing date or the earlier termination of the facility pursuant to the terms thereof (the “Termination Date”) and all loans outstanding under the ABF Inventory Facility will be due and payable on the Termination Date.

Interest and Fees

Loans under the ABF Inventory Facility bear interest, at the option of the ABF Borrowers, at one of the following rates:

• the applicable margin plus the Alternate Base Rate (as defined below), calculated on a 365/366-day basis and payable monthly in arrears; or

• the applicable margin plus the current LIBO Rate (as defined below) calculated on a 360-day basis and payable at the end of the relevant interest period, but in any event at least quarterly.

“Alternate Base Rate” means the highest of (i) Citibank’s base rate, (ii) the three-month certificate of deposit rate plus 1/2 of 1% and (iii) the federal funds effective rate plus 1/2 of 1%.

“LIBO Rate” means the current LIBO rate as quoted by Telerate page 3750, adjusted for reserve requirements, if any, and subject to customary change of circumstance provisions, for interest periods of one, two, three or six months, or of one week if available to all lenders.

The ABF Borrowers will be required to pay a non-refundable unused commitment fee on the daily average unused portion of the ABF Inventory Facility (whether or not then available), payable quarterly in arrears and on the Termination Date.

A percentage per annum equal to the applicable letter of credit margin to the lenders, and a fixed percentage per annum to the Issuers, will accrue on the outstanding undrawn amount of any letter of credit, payable quarterly in arrears and computed on a 360-day basis.

Security and Guarantees

The ABF Inventory Facility is guaranteed on an unsecured basis by each domestic subsidiary of an ABF Borrower that guarantees the obligations under the Senior Secured Credit Facilities (other than Equistar and Houston Refining) on terms and subject to limitations consistent with those applicable to the Senior Secured Credit Facilities.  All amounts owing by the ABF Borrowers under the ABF Inventory Facility (including, without limitation, any exposure of a lender in respect of cash management transactions incurred on behalf of the ABF Borrowers, the guarantors or their subsidiaries) are secured by the following property of each ABF Borrower that grants a security interest to the ABF Lenders and other secured parties (each such person a “Lien Grantor”), (i) a first priority perfected pledge of all equity interests owned by a Lien Grantor in, and all indebtedness owed to a Lien Grantor by, LyondellBasell Receivables I, LLC (the Seller under the ABF Receivables Facility) and Basell Capital Corporation, a wholly owned subsidiary of BUSA; and (ii) a first priority perfected security interest in all accounts, inventory and related assets owned by each Lien Grantor, subject to customary exceptions for transactions of this type.  As of the date hereof, the Company is not a Lien Grantor.

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Availability

Availability under the ABF Inventory Facility is, at any date, an amount equal to the lesser of (i) the then effective commitments under the ABF Inventory Facility and (ii) the borrowing base on such date.

Triggering Events

Each of the following events will constitute a “Triggering Event” under the ABF Inventory Facility:

(a) the Termination Date;

(b) the occurrence of an event of default under the ABF Inventory Facility;

(c) total collateral availability being less than $225 million for any period of five (5) consecutive business days;

(d) total excess availability being less than $200 million for any period of five consecutive business days unless on each day during that period both (x) total collateral availability is greater than or equal to $275 million and (y) total excess availability is greater than or equal to $150 million; or

(e) total collateral availability being less than $200 million on any business day;

provided that, (A) if, following a Triggering Event described in clause (b), the related event of default ceases to exist, such Triggering Event shall cease to exist and (B) if, following a Triggering Event described in clause (c), (d) or (e), total collateral availability subsequently equals or exceeds $250 million for a period of 20 consecutive business days such Triggering Event shall cease to exist upon the first day following such 20-business day period.

Prepayments

Optional prepayments may be made at any time without premium or penalty.  Mandatory prepayments are required to be made out of, among other things, net cash proceeds from sales of collateral not in the ordinary course of business and, upon certain events, other asset sales, subject to customary exceptions, and insurance and condemnation awards involving collateral, and, upon certain events, other casualty events, in each case received by any ABF Borrower or guarantor or certain of their subsidiaries in excess of agreed amounts.

15

Events of Default, Affirmative and Negative Covenants

The ABF Inventory Facility contains affirmative and negative covenants, applicable to the ABF Borrowers and guarantors, and in certain cases their respective subsidiaries, and events of default (including total excess availability being less than $100 million for a period of two consecutive business days) which are substantially similar to those in the Senior Secured Credit Facilities, with certain modifications and other provisions consistent with the terms of the Company’s prior asset-based loan facilities.

Financial Covenant

The ABF Borrowers agree that if for any period of four consecutive fiscal quarters the fixed charge coverage ratio calculated for such period is less than 1.10:1.0, then the ABF Borrowers shall not permit to exist a period of five consecutive business days during the fiscal quarter immediately following such four consecutive fiscal quarter period during which total excess availability is less than $200 million on each such business day, unless on each such business day total excess availability is at least $150 million and total collateral availability is at least $275 million.  Furthermore, the proceeds of loans under the ABF Inventory may not be used to make certain dividends or distributions (other than to the Company or certain of its subsidiaries and to BUSA or certain of its subsidiaries) in the event that either (i) a default under the ABF Inventory Facility has occurred and is continuing or (ii) the daily average total excess availability fails to exceed $225 million on any business day during the five consecutive business days prior to the date of such dividend or distribution.  Additionally, the ABF Inventory Facility is also subject to a cap on capital expenditures substantially similar to the covenant on maximum capital expenditures in the Senior Secured Credit Facilities.

Asset-Based Receivables Facility

In connection with the Merger, the Company entered into a $1,150 million receivables securitization facility dated as of December 20, 2007 (the “ABF Receivables Facility” and, together with the ABF Inventory Facility, the “Asset-Based Facilities”) pursuant to a receivables purchase agreement by and among LyondellBasell Receivables I, LLC (the “Seller”), the Company, as servicer, Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation, ABN AMRO Incorporated and UBS Securities LLC (the “RF Arrangers”), Citicorp USA, Inc. or an affiliate (the “RF Administrative Agent”) and certain purchasers party thereto, and accompanying receivables sale and undertaking documentation entered into by the Company, Equistar, Houston Refining and any other subsidiary of the Company or the Parent designated from time to time thereunder (the “Originators”).  In connection with the Merger, approximately $1,060 million of receivables were sold under the ABF Receivables Facility.

Structure

The ABF Receivables Facility provides for aggregate capital investments of the purchasers in an amount not to exceed the lesser of (i) $1,150 million (the “Program Limit”) and (ii) the net receivables pool balance minus the applicable reserve.  The Program Limit may, at the option of the Seller, be increased through the addition of new purchasers or increases in the commitments of existing purchasers.  The total amount of any such increase in the Program Limit plus any permitted increase to the ABF Inventory Facility, may not exceed $600 million.

16

Up to $75 million of the Program Limit is available to the Seller for swing purchases from Citicorp USA, Inc., as swing purchaser.

The ABF Receivables Facility will terminate upon the earliest to occur of (the “RF Termination Date”): (a) the 5th anniversary of the date of initial funding under the Senior Secured Credit Facilities, (b) the 3rd business day after written notice by the Seller terminating the commitments of the purchasers, or (c) the declaration or occurrence of the RF Termination Date following an event of termination under the program documentation or the Senior Credit Facilities.

Yield and Fees

Capital investments bear a “yield”, at the option of the Seller, at one of the following rates:

• the RF applicable margin (as defined below) plus the RF Alternate Base Rate (as defined below), calculated on a 365/366-day basis and payable monthly in arrears; or

• the RF applicable margin plus the current LIBO rate calculated on a 360-day basis and payable monthly in arrears.

“RF Alternate Base Rate” means the highest of (i) Citibank’s base rate, (ii) the three-month certificate of deposit rate plus 1/2 of 1% and (iii) the federal funds effective rate plus 1/2 of 1%.

A non-refundable unused commitment fee accrues at the RF applicable unused commitment fee rate on the daily average unused portion of the Program Limit (whether or not then available), payable monthly in arrears and on the Termination Date.

RF Triggering Events

Each of the following events will constitute a “RF Triggering Event” under the ABF Receivables Facility:

(a) the RF Termination Date,

(b) the occurrence of an event of termination under the program documentation,

(c) RF total asset availability being less than $225 million for any period of five (5) consecutive business days,

(d) RF total excess availability being less than $200 million for any period of five consecutive business days unless on each day during that period both (x) RF total asset availability is greater than or equal to $275 million and (y) RF total excess availability is greater than or equal to $150 million; or

(e) RF total asset availability being less than $200 million on any business day;

provided that (A) if, following an RF Triggering Event described in clause (b), the related event of termination ceases to exist, such RF Triggering Event shall cease to exist and (B) if, following an RF Triggering Event described in clause (c), (d) or (e), RF total asset availability subsequently equals or exceeds $250 million for a period of 20 consecutive business days, such RF Triggering Event shall cease to exist upon the first day following such 20-business day period.

17

Events of Termination; Affirmative and Negative Covenants

The ABF Receivables Facility documentation contains affirmative and negative covenants applicable to the Originators (and in certain cases their respective subsidiaries), the Seller and the servicer, as applicable, and events of termination (including RF total excess availability being less than $100 million for a period of two consecutive business days) which are substantially the same as those in the Senior Secured Credit Facilities with certain modifications thereto, and other provisions consistent with the terms of the Company’s prior receivables facilities.

Financial Covenant

The Originators agree that if for any period of four consecutive fiscal quarters the fixed charge coverage ratio calculated for such period is less than 1.1:1.0, then the Originators shall not permit to exist a period of five consecutive business days during the fiscal quarter immediately following such four consecutive fiscal quarter period during which RF Total Excess Availability is less than $200 million on each such business day, unless on each such business day RF Total Excess Availability is at least $150 million and RF Total Asset Availability is at least $275 million.  Additionally, the Receivables Facility is subject to a cap on capital expenditures substantially similar to the covenant on maximum capital expenditures in the Senior Secured Credit Facilities.

Intercreditor Agreement

In connection with the closing of the Merger, the Company, the Parent and the other borrowers and guarantors under the Senior Secured Credit Facilities and certain intercompany borrowers and certain intercompany lenders entered into an amended and restated intercreditor agreement dated as of December 20, 2007 (the “Intercreditor Agreement”) with the agent under the Senior Secured Credit Facilities (the “Senior Agent”), the agent under the Interim Loan (the “Interim Agent”), the agent under the ABF Inventory Facility (the “ABL Agent”), and the trustees under the 2015 Indenture, the ARCO Chemical Indenture and the 2026 Indenture among others.

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Ranking

The Intercreditor Agreement provides that indebtedness outstanding under the Senior Secured Credit Facilities, the ABF Inventory Facility, the Interim Facility, the 2015 Indenture and certain other debt of the group will rank in right and priority of payment in the following order.

At the subsidiaries of Parent:

• first, the indebtedness under the Senior Secured Credit Facilities, the ABF Inventory Facility and the Interim Facility, pari passu;

• second, the guarantees of the 2015 Notes and the High Yield Proceeds Loan; and

• third, intercompany debt.

    At Parent:

• first, the guarantee by Parent of indebtedness under the Senior Secured Credit Facilities, the Interim Facility, and Parent’s obligations under the 2015 Notes, pari passu; and

• second, certain indebtedness to Parent’s shareholders and intercompany debt (other than the High Yield Proceeds Loan).

The ranking in right and priority of payment of (i) the 8.10% Guaranteed Notes due 2027 of Basell Finance, (ii) the ARCO Chemical Debentures, (iii) the 2026 Notes and (iv) the Millennium Notes is not governed by the Intercreditor Agreement.  The Intercreditor Agreement also does not purport to govern any obligations associated with the receivables facility under the Asset-Based Facilities or any other securitization transaction.

Priority of Security

The transaction security (other than the 2015 Collateral, the ARCO Chemical Collateral and Equistar Collateral, each as defined below) ranks and secures indebtedness outstanding under the Senior Secured Credit Facilities, the Interim facility in the following order:

• first, the indebtedness under the Senior Secured Credit Facilities; and

• second, the indebtedness under the Interim Facility.

The “2015 Collateral” consists of (i) a pledge of High Yield Proceeds loan and (ii) a pledge of the shares of Basell Funding S.à r.l.  The 2015 Collateral ranks and secure indebtedness in the following order:

• first, the indebtedness under the Senior Secured Credit Facilities and the Interim Facility, pari passu; and

• second, the 2015 Notes.

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The “ARCO Chemical Collateral” consists of the assets held directly by the Company which secure the indebtedness under the Senior Secured Credit Facilities including four operating plants and the capital stock of its directly owned subsidiaries.  The ARCO Chemical Collateral ranks and secures indebtedness in the following order:

• first, the indebtedness under the Senior Secured Credit Facilities, and the ARCO Chemical Debentures; pari passu; and

• second, the indebtedness under the Interim Facility.

The “Equistar Collateral” consists of pledges, mortgages and other security interest in assets which constitute “restricted properties” (as defined in the 2026 Indenture) of Equistar and its subsidiaries.  The 2026 Indenture generally defines restricted properties to be (i) any plant for the production of petrochemicals and (ii) shares of capital stock or indebtedness of a subsidiary which owns property described in clause (i).  The Equistar Collateral ranks and secures indebtedness in the following order:

• first, the indebtedness under the Senior Secured Credit Facilities and the 2026 Notes, pari passu; and

• second, the indebtedness under the Interim Facility.

This ranking will not apply to the costs and expenses of the security agent, the agents and the Trustee and the trustees under the applicable indentures in respect of any enforcement.

Payment Blockage

The intercreditor agreement does not permit the lenders under the Senior Secured Credit Facilities, the Senior Agent or the Trustee to block Parent from making payments on the 2015 Notes.  However, if Parent or any of its subsidiaries default on a payment under the Senior Secured Credit Facilities, the ABF Inventory Facility, or the Interim Facility, its subsidiaries may not make payments on their guarantees of the 2015 Notes or payments on the High Yield Proceeds Loan unless all such payment defaults have been waived or cured.

Standstill on Enforcement for 2015 Notes

At any time following a default under the 2015 Indenture or the 2015 Notes, the trustee under the 2015 Indenture may bring an action to enforce the 2015 Notes or the 2015 Indenture.  The Intercreditor Agreement does not restrict enforcement of the 2015 Notes or the 2015 Indenture against Parent.  However, the Intercreditor Agreement does restrict enforcement of the guarantees of the 2015 Notes and of the High Yield Proceeds Loan and the any enforcement action in respect of 2015 Collateral.

Enforcement of Security

Enforcement action with respect to the Collateral may only be taken by the security agent upon instructions of the Senior Agent until all priority indebtedness has been paid in full.

After all indebtedness outstanding under the Senior Secured Credit Facilities have been repaid in full, enforcement action with respect to the collateral may only be taken by the security agents upon instructions at the Interim Agent for so long as any amounts are outstanding under the Interim Facility, and thereafter the trustee.

20

ABF Intercreditor Agreement

In connection with the closing of the Merger, the Company, the other Originators, the other ABF Borrowers, the Seller, the ABL Agent, the RF Administrative Agent and the Senior Agent entered into an intercreditor agreement dated as of December 20, 2007 (the “ABF Intercreditor Agreement”), addressing the priorities and related rights as among (i) the Senior Secured Credit Facilities, the Interim Loan and certain high yield notes of the Parent, (ii) the ABF Inventory Facility and (iii) the ABF Receivables Facility. The ABF Intercreditor Agreement sets out the various priorities with respect to receivables assets and collateral under the ABF Inventory Facility.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that, on December 20, 2007, each share of common stock of the Company outstanding immediately prior to the effective time of the Merger was converted into the right to receive $48.00, without interest, and requested that the NYSE file with the Securities and Exchange Commission an application on Form 25 to remove the shares from listing on the NYSE and registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders

As a result of the Merger, each share of common stock of the Company outstanding was converted into the right to receive $48.00, without interest.

Item 5.01 Changes in Control of Registrant

On December 20, 2007, as a result of the Merger, the Company became an indirect, wholly owned subsidiary of Parent.  Parent is controlled by Access Industries, a privately held, U.S.-based industrial group, of which Len Blavatnik is its chairman and principal shareholder.  The aggregate purchase price for all of the outstanding common stock of the Company was approximately $12.45 billion, which purchase price was funded by the Senior Secured Credit Facilities, Interim Loan and Asset-Based Facilities described in Item 2.03 of this Current Report on Form 8-K.  The press release is being filed with this Current Report on Form 8-K as Exhibit 99.1.

21

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on December 20, 2007, the directors of the Company immediately prior the Merger, Dan F. Smith, Carol A. Anderson, Susan K. Carter, Stephen I. Chazen, Travis Engen, Paul S. Halata, Danny W. Huff, David J. Lesar, David J.P. Meachin, Daniel J. Murphy and William R. Spivey, each ceased to serve as a director of the Company, and the directors of Merger Sub at the effective time of the Merger, Morris Gelb, Edward J. Dineen and Alan Bigman, became members of the Board of Directors of the Company.  The Company no longer has any standing committees of its Board of Directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

In connection with the Merger, the Certificate of Incorporation of the Company was amended and restated.  Among other things, the Certificate of Incorporation was amended to eliminate the Class B common stock and reduce the number of authorized shares of Common Stock to 1,000.

Pursuant to the Merger Agreement, the Bylaws of Merger Sub immediately prior to the effective time of the Merger became the Bylaws of the Company (except that the name of the Company was retained).

The Amended and Restated Certificate of Incorporation and Bylaws effected in connection with the Merger are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events

Sales of Certain Foreign Subsidiaries

On December 20, 2007, subsequent to the Merger, the shares of certain indirect wholly-owned subsidiaries of the Company were sold to Basell International Holdings B.V., Basell Germany Holdings GmbH and LyondellBasell Netherlands Holdings BV, each of which is a direct or indirect wholly owned subsidiary of Basell Holdings B.V., in exchange for $616,746,972 in cash, in the aggregate.  The subsidiaries that were sold indirectly owned (i) the Company’s sales offices in Singapore; Japan; Sao Paulo, Brazil; Vienna, Austria; and Germany; (ii) the Company’s Botlek (near Rotterdam) plant in The Netherlands and other administrative and customer service facilities and assets in The Netherlands; and (iii) the Company’s interests in its European joint venture with Bayer, which owns a plant in Maasvlakte (also near Rotterdam) in The Netherlands and related assets.

22

Results of Lyondell Cash Tender Offers

At 12:01 a.m. Eastern Time on December 20, 2007, the previously announced cash tender offers for the notes described below expired.  Set forth below is the aggregate dollar amount of each series of notes accepted for tender and the principal amount remaining outstanding.  The press release is being filed with this Current Report on Form 8-K as Exhibit 99.2.

Notes	Amount Tendered	Amount Outstanding
10.500% Senior Secured Notes due 2013 (CUSIP 552078AV9)	$ 324,323,000	$    677,000
8.000% Senior Notes due 2014 (CUSIP 552078AW7)	872,142,000	2,858,000
8.250% Senior Notes due 2016 (CUSIP 552078AX5)	899,002,000	998,000
6.875% Senior Notes due 2017 (CUSIP 552078AY3)	509,960,000	40,000

Results of Equistar Cash Tender Offers

At 12:01 a.m. Eastern Time on December 20, 2007, the previously announced cash tender offers for the notes described below expired.  Set forth below is the aggregate dollar amount of each series of notes accepted for tender and the principal amount remaining outstanding.  The press release is being filed with this Current Report on Form 8-K as Exhibit 99.2.

Notes	Amount Tendered	Amount Outstanding
10.125% Senior Notes due 2008 (CUSIP 29444NAF9)	$ 391,843,000	$ 8,157,000
8.750% Notes due 2009 (CUSIP 29444NAD4)	585,295,000	14,705,000
10.625% Senior Notes due 2011 (CUSIP 29444NAH5)	395,651,000	4,349,000

Supplemental Indenture - Millennium 4% Convertible Notes due 2023

On December 20, 2007, in connection with the Merger, Millennium, Millennium America and The Bank of New York, as Trustee, entered into a Third Supplemental Indenture (“Convertible Notes Supplemental Indenture”).  The Convertible Notes Supplemental Indenture amends and supplements that certain Indenture between Millennium, Millennium America and the Bank of New York dated as of November 25, 2003, as heretofore supplemented (the “Convertible Notes Indenture”), with respect to Millennium’s 4% Convertible Senior Debentures due 2023 (the “Convertible Notes”).  As of December 20, 2007, approximately $43.6 million principal amount of Convertible Notes remained outstanding.  The Convertible Notes Supplemental Indenture provides that, during the period the Convertible Notes shall be convertible as specified in Section 15.01 of such Indenture, the outstanding Convertible Notes shall be convertible into $3,636.6384 per $1,000 principal amount of Convertible Notes, which is equal to the amount of cash receivable upon the Merger by a holder of common stock of the Company issuable upon conversion of such Convertible Notes immediately prior to the Merger.

23

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits.

3.1	Amended and Restated Certificate of Incorporation of the Company
3.2	Bylaws of the Company
99.1	Press Release dated December 20, 2007
99.2	Press Release dated December 20, 2007

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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 26, 2007

25

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company
3.2	Bylaws of the Company
99.1	Press Release dated December 20, 2007
99.2	Press Release dated December 20, 2007

26

EX-3.1

Exhibit 3.1

CERTIFICATE OF MERGER

OF

BIL ACQUISITION HOLDINGS LIMITED,

a Delaware corporation,

with and into

LYONDELL CHEMICAL COMPANY,

a Delaware corporation

It is hereby certified that:

1.The constituent corporations participating in the merger are:

(i)   BIL Acquisition Holdings Limited, which is incorporated under the laws of the State of Delaware; and

(ii)   Lyondell Chemical Company, which is incorporated under the laws of the State of Delaware.

2.An Agreement and Plan of Merger, dated as of July 16, 2007, among Basell AF, a Luxembourg company, BIL Acquisition Holdings Limited and Lyondell Chemical Company (the “Merger Agreement”) has been approved, adopted, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 251 of the Delaware General Corporation Law.

3.The name of the surviving corporation in the merger herein certified is “Lyondell Chemical Company”.

4.The Certificate of Incorporation of Lyondell Chemical Company in effect immediately prior to the filing of the Certificate of Merger shall be amended and restated as Exhibit A hereto and shall become the Certificate of Incorporation of said surviving corporation.

5.A copy of the executed Merger Agreement is on file at the office of the surviving corporation located at One Houston Center, 1221 McKinney Street, Suite 700, Houston, Texas.

6.A copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of either constituent corporation.

[Intentionally left blank]

IN WITNESS WHEREOF, the undersigned has affirmed the statements herein as true, under penalties of perjury, as of the 20^th day of December, 2007.

BIL ACQUISITION HOLDINGS LIMITED

By:  /s/ Alan Bigman

Name:  Alan Bigman

Title:    President

LYONDELL CHEMICAL COMPANY

By:  /s/ Gerald A. O'Brien

Name:  Gerald A. O'Brien

Title:    Vice President, Deputy General Counsel

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

LYONDELL CHEMICAL COMPANY

ARTICLE I.

The name of the corporation is Lyondell Chemical Company (the "Corporation'").

ARTICLE II.

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DCGL") as the same exists or may hereafter be amended.

ARTICLE IV.

The total number of shares of common stock which the Corporation shall have authority to issue is 1,000 and the par value of each such share is $0.01

ARTICLE V.

All powers of the Corporation shall be exercised by or under the direction of the Board of Directors of the Corporation (the "Board"), except as otherwise provided herein or required by law. For the management of the business and the conduct of the affairs of the Corporation and for the purposes of creating, defining, limiting and regulating the powers of the Corporation and its Board and stockholders, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board.

B.The Board shall have the power to adopt, amend or repeal the bylaws of the Corporation.

C.Subject to the limitations set forth herein, the Corporation, acting through the vote of its Board and stockholders or as otherwise permitted or prescribed by applicable law, hereby reserves the right to amend, modify or repeal any provisions contained in this Certificate of Incorporation, and to merge, sell its assets and take other corporate action to the extent and in the manner now or hereafter permitted or prescribed by applicable law, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE VI.

The number of directors of the Corporation shall be such as from time to time may be fixed by, or in the manner provided in, the bylaws of the Corporation, but in no case shall the number be less than the minimum number authorized by the laws of Delaware. Directors need not be stockholders. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

ARTICLE VII.

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the DCGL as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE VIII.

The Corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the DCGL.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

LYONDELL CHEMICAL COMPANY

ADOPTED AS OF DECEMBER 20, 2007

TABLE OF CONTENTS

		Page #
Article 1 - REGISTERED AND OTHER OFFICES		3
SECTION 1.1	REGISTERED OFFICE	3
SECTION 1.2	OTHER OFFICES	3
Article 2 - MEETINGS OF STOCKHOLDERS		3
SECTION 2.1	ANNUAL MEETINGS	3
SECTION 2.2	SPECIAL MEETINGS	3
SECTION 2.3	NOTICE OF MEETINGS	3
SECTION 2.4	QUORUM	4
SECTION 2.5	VOTING	4
SECTION 2.6	STOCKHOLDER LIST	4
SECTION 2.7	BUSINESS TRANSACTED	4
SECTION 2.8	ACTION WITHOUT A MEETING	4
Article 3 - DIRECTORS		5
SECTION 3.1	POWERS	5
SECTION 3.2	NUMBER AND TERM; VACANCIES	5
SECTION 3.3	RESIGNATIONS	5
SECTION 3.4	REMOVAL	5
SECTION 3.5	MEETINGS; PLACE AND TIME	5
SECTION 3.6	REGULAR ANNUAL MEETING	5
SECTION 3.7	OTHER REGULAR MEETINGS	5
SECTION 3.8	SPECIAL MEETINGS; NOTICE	5
SECTION 3.9	QUORUM	6
SECTION 3.10	ACTION WITHOUT MEETING	6
SECTION 3.11	TELEPHONE MEETINGS	6
SECTION 3.12	COMPENSATION OF DIRECTORS	6
SECTION 3.13	COMMITTEES OF DIRECTORS	6
Article 4 - OFFICERS		7
SECTION 4.1	OFFICERS	7
SECTION 4.2	OTHER OFFICERS AND AGENTS	7
SECTION 4.3	PRESIDENT	7
SECTION 4.4	VICE-PRESIDENTS	7
SECTION 4.5	TREASURER	7
SECTION 4.6	SECRETARY	8
SECTION 4.7	ASSISTANT TREASURERS AND ASSISTANT SECRETARIES	8
SECTION 4.8	REMOVAL; RESIGNATIONS; VACANCIES	8
Article 5 - MISCELLANEOUS		8
SECTION 5.1	CERTIFICATES OF STOCK	8
SECTION 5.2	LOST CERTIFICATES	8
SECTION 5.3	TRANSFER OF SHARES	9
SECTION 5.4	STOCKHOLDERS RECORD DATE	9
SECTION 5.5	REGISTERED STOCKHOLDERS	9
SECTION 5.6	DIVIDENDS	9
SECTION 5.7	SEAL	10
SECTION 5.8	FISCAL YEAR	10
SECTION 5.9	CHECKS	10
SECTION 5.10	NOTICE AND WAIVER OF NOTICE	10
SECTION 5.11	INDEMNIFICATION	10
Article 6 - AMENDMENTS		11

AMENDED AND RESTATED

BY-LAWS

OF

LYONDELL CHEMICAL COMPANY

ARTICLE 1.  REGISTERED AND OTHER OFFICES

SECTION 1.1REGISTERED OFFICE.  The registered office shall be established and maintained at 2711 Centerville Road, Suite 400, City of Wilmington 19808, Delaware in the County of New Castle.

SECTION 1.2OTHER OFFICES.  The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors (the "Board") may from time to time determine or the business of the Corporation may require.

ARTICLE 2.  MEETINGS OF STOCKHOLDERS

SECTION 2.1ANNUAL MEETINGS.  Annual meetings of stockholders for the election of directors and for the transaction of any other proper business shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation in Delaware on the third Tuesday in March.

If the date of the annual meeting shall fall upon a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect the Board and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.2SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of any director or of those stockholders owning at least fifty percent (50%) of the capital stock of the Corporation issued, outstanding and entitled to vote.  Such request shall state the purpose of the proposed meeting.  Special meetings of the stockholders may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 2.3NOTICE OF MEETINGS.  Written notice, stating the place, date and time of any annual or special meeting, and the general nature of the business to be considered at such meeting, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

3

SECTION 2.4QUORUM.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority in interest of the stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders present in person or by proxy and entitled to vote thereat, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present at an adjourned meeting.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Unless a new record date is fixed, only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.  However, if the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed, a notice of the adjournment meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.5VOTING.  Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three (3) years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by majority vote, and all other questions shall also be decided by majority vote except as otherwise provided by in the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 2.6STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the Corporation shall at least ten (10) days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing meeting, with the number of shares held by each.  Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

SECTION 2.7BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat

SECTION 2.8ACTION WITHOUT A MEETING.  Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the holders of the outstanding voting stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE 3.  DIRECTORS

SECTION 3.1POWERS.  The business of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these By-Laws specifically reserved to the stockholders.

SECTION 3.2NUMBER AND TERM; VACANCIES.  The number of directors shall be as determined from time to time by a vote of the Board.  Each director shall be elected to serve until his successor shall be elected and shall qualify, unless such director resigns or is removed prior thereto.  When a seat on the Board becomes vacant or unfilled whether by reason of death, resignation, removal, increase in the authorized number of directors or otherwise, such vacancy or vacancies may be filled by the remaining director or directors, although less than a quorum.

SECTION 3.3RESIGNATIONS.  Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless otherwise specified therein.

SECTION 3.4REMOVAL.  Removal shall take place in accordance with the General Corporation Law of the State of Delaware.

SECTION 3.5MEETINGS; PLACE AND TIME.  The Board may hold meetings, both regular and special, either within or without the State of Delaware, as it may from time to time determine.

SECTION 3.6REGULAR ANNUAL MEETING.  A regular annual meeting of each newly elected Board shall be held immediately following the annual meeting of stockholders at the same place or at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum of such Board shall be present.

SECTION 3.7OTHER REGULAR MEETINGS.  Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be agreed upon by a majority of the members of the Board.

SECTION 3.8SPECIAL MEETINGS; NOTICE.  Special meetings of the Board may be called by the President on more than five (5) days' notice to each director, either personally or by fax, telex, telegram or cable; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors.  Notice of a meeting need not be given to any director who submits a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

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SECTION 3.9QUORUM.  At all meetings of the Board, a majority of the members of the Board shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members of the Board present at any meeting at which there is a quorum shall be necessary for the approval of any action of the Board, except as may be otherwise specifically provided by statute, or by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.10ACTION WITHOUT MEETING.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.11TELEPHONE MEETINGS.  Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 3.12COMPENSATION OF DIRECTORS.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board shall have the authority to fix the compensation of directors.  By resolution of the Board, the directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director.  Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 3.13COMMITTEES OF DIRECTORS.  The Board may, by resolution passed by a majority of the members of the Board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall  have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent, authorized in the resolution or resolutions providing for the issuance of shares adopted by the Board as provided by applicable law, fix the designations and the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of shares of the Corporation or fix the number of shares or any series of shares or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under applicable law, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these By-Laws; and, unless the resolution, these By-Laws, or Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of shares or to adopt a certificate of ownership and merger pursuant to applicable law.  Each such committee shall be terminated by the Board at such time as the Board may determine.

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ARTICLE 4.  OFFICERS

SECTION 4.1OFFICERS.  The officers of the Corporation shall be a President, and a Secretary, shall be elected by the Board and shall hold office until their successors are elected and qualified, unless such officers resign or are removed prior thereto.  In addition, the Board may elect one (1) or more Vice-Presidents and such Assistant Secretaries and Treasurers and Assistant Treasurers as it may deem proper.  None of the officers of the Corporation need be stockholders.  The officers shall be elected at the first meeting of the Board after each annual meeting.  Two (2) or more offices may be held by the same person, except the offices of President and Secretary, unless the Certificate of Incorporation or these By-Laws otherwise provide.

SECTION 4.2OTHER OFFICERS AND AGENTS.  The Board may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board.

SECTION 4.3PRESIDENT.  The President shall be the chief executive officer of the Corporation.  The President shall preside at all meetings of the stockholders and of the Board.  Except as the Board shall authorize the execution thereof in some other manner, he/she shall execute bonds, mortgages, and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.4VICE-PRESIDENTS.  If Vice-Presidents be elected, they shall have such powers and shall perform such duties as shall be assigned to them by the Board.

SECTION 4.5TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He/she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements.  He/she shall render to the President and Board at the regular meetings of the Board, or whenever they may request it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.

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SECTION 4.6SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices on behalf of the Corporation required by law or by these By-Laws, and in case of his/her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, the Board or the stockholders, upon whose request the meeting is called or the notice is requested.  He/she shall record all the proceedings of the meetings of the Corporation and of the Board in a book to be kept for that purpose.  He/she shall keep in safe custody the seal of the Corporation, and when authorized by the Board, shall affix the same to any instrument requiring it, and when so affixed, it shall be attested by his/her signature or by the signature of any Assistant Secretary.

SECTION 4.7ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  Assistant Treasurers and Assistant Secretaries, if any be elected, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board.

SECTION 4.8REMOVAL; RESIGNATIONS; VACANCIES.  Any officer elected or appointed by the Board may be removed at any time, either for or without cause, by the affirmative vote of a majority of the Board.  Section 3.3 of these By-Laws shall apply similarly to resignations of officers.  Any vacancy occurring in any office of the Corporation may be filled by the Board.

ARTICLE 5.  MISCELLANEOUS

SECTION 5.1CERTIFICATES OF STOCK.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the President or a Vice-President and the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him/her in the Corporation.  If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preference and/or rights.  Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 5.2LOST CERTIFICATES.  The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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SECTION 5.3TRANSFER OF SHARES.  The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the Board may designate, by whom they shall be canceled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 5.4STOCKHOLDERS RECORD DATE.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the day of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

SECTION 5.5REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to recognize the exclusive right of, and to hold liable for calls and assessments, a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

SECTION 5.6DIVIDENDS.  Subject to the provisions of the Certificate of Incorporation, the Board may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem expedient.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.  Before declaring any dividends, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time in its discretion deems proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may modify or abolish any such reserve.

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SECTION 5.7SEAL.  The corporate seal shall be circular in form and shall contain the name of the Corporation, the year of its organization and the words "CORPORATE SEAL, DELAWARE." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 5.8FISCAL YEAR.  The fiscal year of the Corporation shall be determined by the Board.

SECTION 5.9CHECKS.  All checks, drafts, or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board.

SECTION 5.10NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and if reasonable under the prevailing circumstances as known to the party giving such notice, any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, airmail postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

SECTION 5.11INDEMNIFICATION.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person.  The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only, if the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  For purposes of this Article, an "agent" of the Corporation includes any person who is or was a director, officer, employee or other agent of the Corporation; or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

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ARTICLE 6.  AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be made only by the affirmative vote of a majority of the Board prior to the Corporation receiving any payment for its stock.  After the Corporation has received payment for any of its stock, these By-Laws may be altered, amended or repealed and new By-Laws may be made only by the affirmative vote of a majority of the stockholders of the Corporation, except as may otherwise be set forth in any agreement among the stockholders of the Corporation.

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EX-99.1

Exhibit 99.1

    NEWS RELEASE      

For information, contact:

Media – David A. Harpole +1 713 309-4125

Investors – Douglas J. Pike +1 713 309-7141

Basell and Lyondell Complete Merger

Creating LyondellBasell Industries

ROTTERDAM, The Netherlands, Dec. 20, 2007 – Basell AF and Lyondell Chemical Company today completed their merger, creating LyondellBasell Industries, the world’s third-largest independent chemical company.

LyondellBasell businesses include polymers, chemicals, fuels and technology with combined pro forma revenues of nearly US$43 billion for the 12 months ending Sept. 30, 2007.  The company has 60 manufacturing sites in 19 countries on five continents and nearly 15,000 employees worldwide.

”With the combination of Basell and Lyondell, we have created a global leader in the petrochemical industry, with exceptional capabilities in both chemicals and fuels,” said Volker Trautz, Chief Executive Officer of LyondellBasell. “Each of our businesses has a long and successful heritage.  As we go forward, the values, dedication and ingenuity that made our predecessors strong and successful will remain at the core of our culture.”

Basell, which is owned by Access Industries, acquired Lyondell’s outstanding common shares for $48 per common share in an all-cash transaction with a total enterprise value of approximately $20 billion, including the assumption of debt.

LyondellBasell is the global leader in polyolefin technology, production and marketing. It is the largest producer of polypropylene and advanced polyolefin products, a leading supplier of polyethylene and catalysts, and the industry leader in licensing polypropylene and polyethylene processes. The company also is an industry leader in propylene oxide and derivatives and a leading producer of advanced fuel products. Its North American refinery is among the most advanced heavy crude oil refineries in the industry.

“LyondellBasell was formed with a focus on customers and markets, a dedication to operational excellence and an emphasis on innovation,” Trautz said.  “Our products benefit people and communities all over the world.  We are committed to operating our businesses with the highest principles of integrity, ethics and corporate responsibility, including the highest standards of health, safety and environmental performance.  As an industry leader, we recognize the importance of being a responsible corporate citizen in our communities.”

Len Blavatnik, founder and Chairman of Access Industries, said: “The combination of the world class talent, technology, refining and petrochemical capabilities from Lyondell and Basell creates an unrivaled global petrochemical platform.  LyondellBasell is a dynamic addition to Access’s industrial portfolio.”

Access Industries is a privately held, U.S.-based industrial group that was founded in 1986 and has long-term holdings worldwide in three key sectors: natural resources and chemicals; telecommunications and media; and real estate.

# # #

LyondellBasell Industries is one of the world’s largest polymers, petrochemicals and fuels companies. We are the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; a significant producer of advanced fuel products; and the owner of one of North America’s largest full-conversion refineries. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell (www.lyondellbasell.com) is privately owned by Access Industries.

Key Facts About LyondellBasell Industries

o   Vertically integrated facilities enable conversion of crude hydrocarbons to materials for advanced applications

o   Global reach and scope to compete effectively worldwide

o   Four businesses: polymers, chemicals, fuels and technology

o   Technology business leads its industry in process technology and catalysts

o   Combined annual revenues of $42.8 billion *

o   More than 60 manufacturing sites in 19 countries on five continents

o   Sales in more than 120 countries

*Pro forma revenues for the 12 months ended Sept. 30, 2007

§   #1 Global - Polyolefins and Polypropylene Compounding

§   #1 Global - Propylene Oxide

§   #1 Global - Polyolefins Licensing

§   #1 Global - Polypropylene Catalysts

§   #1 Global - Polypropylene

§   #3 Global - Polyethylene

§   #2 Global - Oxygenated Fuels

§   #2 Global - Propylene Glycol & Propylene Glycol Ethers

§   #5 Global - Light Olefins (ethylene and propylene)

§   North American refinery with 268,000 barrels per day heavy crude capacity

Source:  LyondellBasell Industries, Access Industries, Basell, Lyondell Chemical Company

 LyondellBasell Industries

 www.lyondellbasell.com       

EX-99.2

Exhibit 99.2

NEWS RELEASE

Lyondell Chemical Company, Equistar Chemicals, LP and

Equistar Funding Corporation Complete Cash Tender Offers for 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. 20, 2007 — Lyondell Chemical Company and its subsidiaries Equistar Chemicals, LP ("Equistar") and Equistar Funding Corporation (together with Equistar, the "Equistar Issuers") announced today completion of their previously announced cash tender offers (the “Offers”) for the outstanding debt securities listed in Table 1 below (collectively, the "Notes") issued by Lyondell or the Equistar Issuers, as applicable.  The Offers for each series of Notes expired at 12:01 a.m. EST on Thursday, Dec. 20, 2007.

Lyondell and the Equistar Issuers have accepted for purchase a majority in aggregate principal amount of each of the Notes listed in Table 1, and 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") has become operative.

Table 1 – Notes in Completed Tender Offers

Lyondell's Notes
CUSIP Number	Security Description
552078AV9	10.500% Senior Secured Notes due 2013
552078AW7	8.000% Senior Notes due 2014
552078AX5	8.250% Senior Notes due 2016
552078AY3	6.875% Senior Notes due 2017

Equistar Issuers' Notes
CUSIP Number	Security Description
29444NAF9	10.125% Senior Notes due 2008
29444NAD4	8.750% Notes due 2009
29444NAH5	10.625% Senior Notes due 2011

Goldman, Sachs & Co. and Merrill Lynch & Co. served as dealer managers for the Offers.  D.F. King, Inc., served as the Tender Agent and Information Agent for the Offers.

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 were made solely pursuant to the Offer and Consent Statement and related materials.

* * *

SOURCE: Lyondell Chemical Company; Equistar Chemicals, LP

CONTACT: media, Susan P. Moore, +1-713-309-4645, or investors, Douglas

J. Pike, +1-713-309-7141, both of LyondellBasell Industries