8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 16, 2006

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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

1221 McKinney Street, Suite 700, Houston, Texas	77010
(Address of principal executive offices)	(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On August 16, 2006, Lyondell Chemical Company (“Lyondell”) filed a Current Report on Form 8-K to report Lyondell’s acquisition of CITGO Petroleum Corporation’s 41.25% interest in LYONDELL-CITGO Refining LP, effective as of July 31, 2006, pursuant to a Sale and Purchase Agreement between the parties that was executed on August 16, 2006. Lyondell is filing this Current Report on Form 8-K/A to file under Item 9.01(c) agreements related to the acquisition, which were listed under Item 2.01 of Lyondell’s Current Report on Form 8-K dated August 16, 2006. Except for the filing of the exhibits under Item 9.01(c), the Current Report on Form 8-K filed on August 16, 2006 is not being amended or updated in any manner.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits

4.6		Credit Agreement dated as of August 16, 2006 by and among Lyondell Chemical 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
4.9	(c)	Fourth Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 17, 1999, for 9 5/8% Senior Secured Notes, Series A, due 2007
4.10	(b)	Fourth Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 17, 1999, for 10 7/8% Senior Subordinated Notes due 2009

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4.12	(c)	Third Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of December 4, 2001, for 9 1/2% Senior Secured Notes due 2008
4.13	(b)	Second Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of July 2, 2002, for 11 1/8% Senior Secured Notes due 2012
4.17	(b)	Second Supplemental Indenture dated as of August 16, 2006 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 20, 2003, for 10 1/2% Senior Secured Notes due 2013
10.22	(b)	Second Amendment to LCR’s Partnership Agreement dated July 31, 2006
10.22	(c)	Third Amendment to LCR’s Partnership Agreement dated August 1, 2006
10.24		Crude Oil Sales Agreement dated August 1, 2006 by and between PDVSA Petróleo S.A. and LYONDELL-CITGO Refining LP (portions of this document have been omitted pursuant to a request for confidential treatment and filed with the SEC)
99.2		Sale and Purchase Agreement dated July 31, 2006 between CITGO Petroleum Corporation and Lyondell Chemical Company
99.3		Partnership Interest Transfer Agreement dated July 31, 2006 by and among CITGO Refining Investment Company, CITGO Gulf Coast Refining, Inc., Lyondell Houston Refinery A Inc., Lyondell Houston Refinery Inc., Lyondell Refining Partners LP and Lyondell Refining Company LP
99.4		Crude Supply Termination Agreement effective as of August 1, 2006 by and between LYONDELL-CITGO Refining LP, PDVSA-Petróleo, S.A. and Petróleos de Venezuela, S.A.

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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: August 18, 2006

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INDEX TO EXHIBITS

Exhibit Number		Description
4.6		Credit Agreement dated as of August 16, 2006 by and among Lyondell Chemical 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
4.9	(c)	Fourth Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 17, 1999, for 9 5/8% Senior Secured Notes, Series A, due 2007
4.10	(b)	Fourth Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 17, 1999, for 10 7/8% Senior Subordinated Notes due 2009
4.12	(c)	Third Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of December 4, 2001, for 9 1/2% Senior Secured Notes due 2008
4.13	(b)	Second Supplemental Indenture dated as of August 16, 2006 to the Indenture among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of July 2, 2002, for 11 1/8% Senior Secured Notes due 2012
4.17	(b)	Second Supplemental Indenture dated as of August 16, 2006 among Lyondell Chemical Company, the subsidiary guarantors party thereto, and The Bank of New York as Trustee, dated as of May 20, 2003, for 10 1/2% Senior Secured Notes due 2013
10.22	(b)	Second Amendment to LCR’s Partnership Agreement dated July 31, 2006
10.22	(c)	Third Amendment to LCR’s Partnership Agreement dated August 1, 2006
10.24		Crude Oil Sales Agreement dated August 1, 2006 by and between PDVSA Petróleo S.A. and LYONDELL-CITGO Refining LP (portions of this document have been omitted pursuant to a request for confidential treatment and filed with the SEC)
99.2		Sale and Purchase Agreement dated July 31, 2006 between CITGO Petroleum Corporation and Lyondell Chemical Company
99.3		Partnership Interest Transfer Agreement dated July 31, 2006 by and among CITGO Refining Investment Company, CITGO Gulf Coast Refining, Inc., Lyondell Houston Refinery A Inc., Lyondell Houston Refinery Inc., Lyondell Refining Partners LP and Lyondell Refining Company LP

99.4 Crude Supply Termination Agreement effective as of August 1, 2006 by and between LYONDELL-CITGO Refining LP, PDVSA-Petróleo, S.A. and Petróleos de Venezuela, S.A.

EX-4.6

Exhibit 4.6

EXECUTION COPY

CREDIT AGREEMENT

dated as of

August 16, 2006

Lyondell Chemical Company,

Borrower

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.,

Administrative Agent

J.P.Morgan Securities Inc.,

Sole Bookrunner

and Sole Lead Arranger

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.	Definitions	1
Section 1.02.	Accounting Terms and Determinations	29
Section 1.03.	Classes and Types of Loans and Borrowings	30
Section 1.04.	Other Definitional Provisions	30
ARTICLE 2
THE CREDITS
Section 2.01.	Facilities	31
Section 2.02.	Notice of Borrowing	32
Section 2.03.	Notice to Lenders; Funding of Loans	32
Section 2.04.	Maturity of Loans; Mandatory Prepayments	33
Section 2.05.	Interest Rates	34
Section 2.06.	Method of Electing Interest Rates	35
Section 2.07.	Fees	36
Section 2.08.	Termination or Reduction of Commitments	37
Section 2.09.	Optional Prepayments	37
Section 2.10.	General Provisions as to Payments	38
Section 2.11.	Funding Losses	38
Section 2.12.	Computation of Interest and Fees	39
Section 2.13.	Notes	39
Section 2.14.	Registry	39
Section 2.15.	Regulation D Compensation	40
Section 2.16.	Letters of Credit	40
Section 2.17.	Swing Loans	45
Section 2.18.	Stop Issuance Notice	47
ARTICLE 3
CONDITIONS
Section 3.01.	Initial Borrowing	48
Section 3.02.	All Borrowings and Issuances of Letters of Credit.	49
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
Section 4.01.	Corporate Existence and Power.	50

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Section 4.02.	Corporate and Governmental Authorization; No Contravention	50
Section 4.03.	Binding Effect; Liens Enforceable	50
Section 4.04.	Financial Information	51
Section 4.05.	Litigation	51
Section 4.06.	Compliance with Laws	52
Section 4.07.	Environmental Matters	52
Section 4.08.	Taxes	53
Section 4.09.	Subsidiaries	53
Section 4.10.	No Regulatory Restrictions on Borrowing	53
Section 4.11.	Full Disclosure	53
ARTICLE 5
COVENANTS
Section 5.01.	Information	54
Section 5.02.	Payment of Obligations	57
Section 5.03.	Maintenance of Property; Insurance	57
Section 5.04.	Conduct of Business and Maintenance of Existence	58
Section 5.05.	Compliance with Laws	58
Section 5.06.	Inspection of Property, Books and Records	58
Section 5.07.	Mergers and Sales of Assets	58
Section 5.08.	Use of Proceeds	59
Section 5.09.	Negative Pledge	59
Section 5.10.	Limitation on Subsidiary Debt	60
Section 5.11.	Senior Secured Debt to Adjusted EBITDA	61
Section 5.12.	Interest Coverage Ratio	61
Section 5.13.	[Reserved].	62
Section 5.14.	Restricted Payments; Optional Prepayments	62
Section 5.15.	Investments; Business Acquisitions	62
Section 5.16.	Transactions with Affiliates	63
Section 5.17.	Limitation on Restrictions Affecting Subsidiaries	63
Section 5.18.	Further Assurances	64
Section 5.19.	Restrictions on Borrower Joint Ventures	67
Section 5.20.	Major Asset Sales	67
Section 5.21.	Capital Expenditures	69
Section 5.22.	Investments In Borrower Joint Ventures	70
ARTICLE 6
DEFAULTS
Section 6.01.	Events of Default	70
Section 6.02.	Notice of Default	74
Section 6.03.	Cash Cover	74

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ARTICLE 7
THE ADMINISTRATIVE AGENT
Section 7.01.	Appointment and Authorization	74
Section 7.02.	Administrative Agent and Affiliates	74
Section 7.03.	Action by the Administrative Agent	74
Section 7.04.	Consultation with Experts	75
Section 7.05.	Liability of Administrative Agent	75
Section 7.06.	Indemnification	75
Section 7.07.	Credit Decision	75
Section 7.08.	Successor Administrative Agents.	76
Section 7.09.	Administrative Agent’s Fees	76
Section 7.10.	Arranger	76
ARTICLE 8
CHANGE IN CIRCUMSTANCES
Section 8.01.	Basis for Determining Interest Rate Inadequate or Unfair	76
Section 8.02.	Illegality	77
Section 8.03.	Increased Cost and Reduced Return	78
Section 8.04.	Taxes	79
Section 8.05.	Base Rate Loans Substituted for Affected Euro-Dollar Loans	81
Section 8.06.	Substitution of Bank	81
ARTICLE 9
MISCELLANEOUS
Section 9.01.	Notices	82
Section 9.02.	No Waivers	83
Section 9.03.	Expenses; Indemnification	83
Section 9.04.	Set-Offs	83
Section 9.05.	Amendments and Waivers	84
Section 9.06.	Successors; Participations and Assignments	85
Section 9.07.	Designated Lenders	88
Section 9.08.	No Reliance on Margin Stock	89
Section 9.09.	Governing Law; Submission to Jurisdiction	89
Section 9.10.	Counterparts; Effectiveness	89
Section 9.11.	WAIVER OF JURY TRIAL	89
Section 9.12.	ERISA Matters	89
Section 9.13.	Confidentiality	91
Section 9.14.	USA PATRIOT Act	92

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COMMITMENT SCHEDULE

SCHEDULE 1.01	—	Collateral Documents
SCHEDULE 3.01(c)	—	Continuing LCR Debt
SCHEDULE 4.09	—	Subsidiaries
SCHEDULE 5.10	—	Subsidiary Debt
SCHEDULE 5.17	—	Existing Joint Venture Agreements
EXHIBIT A	—	Note
EXHIBIT B	—	Opinion of Counsel for Borrower
EXHIBIT C	—	Opinion of Deputy General Counsel of Borrower
EXHIBIT D	—	Form of Assignment and Assumption Agreement
EXHIBIT E	—	Form of Designation Agreement

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CREDIT AGREEMENT dated as of August 16, 2006 among LYONDELL CHEMICAL COMPANY, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITALS

A. The Borrower (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article 1) has heretofore entered into an Amended and Restated Credit Agreement dated as of December 16, 2004 (as amended, the “Existing Credit Agreement”).

B. The Borrower proposes to acquire the 41.25% equity interest in LCR not currently owned by it pursuant to the LCR Acquisition Documents.

C. The Borrower desires to enter into this Agreement to replace the Existing Credit Agreement and to borrow Term Loans hereunder on the Closing Date to finance the LCR Acquisition.

The parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Acquiring Person” has the meaning set forth in Section 5.20.

“Additional JV Debt” means Debt incurred by Equistar after the Closing Date in connection with the admission into such Borrower Joint Venture of a new partner or member, as the case may be; provided that, at the time such Debt is incurred, such Borrower Joint Venture’s ratio of Debt to EBITDA, calculated on a pro forma basis (without giving effect to anticipated expense reductions or other synergies) for its then most recent fiscal year for which financial statements are available, does not exceed 2.25:1.00.

“Additional Secured Obligations” has the meaning set forth in the Security Agreement and the Pledge Agreement.

“Adjusted EBITDA” means, for any period, the sum of (i) the EBITDA of the Non-JV Group for such period, adjusted to exclude the effect of one time charges incurred by the Non-JV Group in connection with (A) a TDI Sale, (B) the payment required to be made by LCR in connection with the LCR Acquisition upon the termination of the crude oil supply agreement to which it is a party, in an aggregate amount not exceeding $176,250,000 and (C) other cash restructuring charges in an aggregate amount not exceeding $50,000,000, plus (ii) the Distributed Cash Flow of all Borrower Joint Ventures and non-wholly owned Subject Assets Transferees for such period.

“Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders under the Loan Documents, and its successors in such capacity.

“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent, completed by such Lender and returned to the Administrative Agent (with a copy to the Borrower).

“Affiliate” means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a “Controlling Person”), (ii) any Person (other than the Borrower or a Subsidiary) which is controlled by or is under common control with a Controlling Person, (iii) any Borrower Joint Venture or (iv) any Person (other than the Borrower or a Subsidiary) holding a direct or indirect equity interest in any Borrower Joint Venture. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. No director or officer of the Borrower shall be considered an Affiliate solely by virtue of holding such position.

“Applicable Lending Office” means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

“Applicable Margin” means, with respect to Loans of any Type and any Class at any time, the percentage rate per annum set forth below as the Margin with respect to Loans of such Type and Class which is applicable at such time; provided that the Applicable Margin on any date shall be the sum of the percentage so determined plus 2.00%, if on such date (i) an Event of Default exists and (ii) except in the case of an Event of Default under Section 6.01(a), 6.01(b), 6.01(h), or 6.01(i), the Administrative Agent shall have notified the Borrower at the request of the Required Lenders that this proviso shall be applicable.

A. Revolving Loans. The Applicable Margin for Euro-Dollar Revolving Loans and Base Rate Revolving Loans for any day are the respective percentages set forth in the chart below in the applicable row and column based upon the Status that exists on such day.

Status:	Level I		Level II		Level III		Level IV
Euro-Dollar Margin:	1.75	%	2.00	%	2.25	%	2.50	%
Base Rate Margin:	.750	%	1.00	%	1.25	%	1.50	%

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B. Initial Term Loans. The Applicable Margin for the Initial Term Loans shall be 1.00% for Base Rate Loans and 2.00% for Euro-Dollar Loans; provided that in the event any Incremental Term Loans are borrowed with Applicable Margins which exceed those specified above by more than 0.25% per annum, the Applicable Margin for the Initial Term Loans shall be increased so as to be exactly 0.25% per annum less than the Applicable Margins applicable to such Incremental Term Loans. For this purpose, front-end fees or original issue discount with respect to Incremental Term Loans shall be equated to additional margin on the basis of an assumed four-year average life to maturity (i.e., 1.00% in front-end fees and/or original issue discount equals 0.25% additional margin).

“Approved Fund” means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ARCO Chemical” means the Delaware corporation (at the time named ARCO Chemical Company) acquired by the Borrower in 1998.

“ARCO Chemical Debt” means the 10.25% Debentures Due 2010 and the 9.8% Debentures Due 2020, all issued by ARCO Chemical pursuant to the Indenture dated June 15, 1988 among ARCO Chemical and The Bank of New York, as Trustee.

“Arranger” means J.P. Morgan Securities Inc.

“Asset Sale” means any sale, lease or other disposition (including any such transaction effected by way of merger or consolidation) by the Borrower or any of its Subsidiaries of any asset, including without limitation any sale-leaseback transaction, whether or not involving a capital lease, including any Major Asset Sale but excluding (i) dispositions of inventory or equipment in the ordinary course of business, (ii) dispositions of Temporary Cash Investments and cash payments otherwise permitted under this Agreement (including Restricted Payments permitted by Section 5.14), (iii) dispositions to the Borrower or a Subsidiary of the Borrower, (iv) leases of real property owned by LCR in the ordinary course of business, (v) dispositions constituting Investments permitted by Section 5.15 (except as provided below) and (vi) dispositions constituting Liens permitted by Section 5.09. For avoidance of doubt, a Securitization Transaction constitutes an Asset Sale and does not, in itself, give rise to an obligation secured by a Lien on an asset of the Borrower or a Subsidiary. To the extent that, in connection with (x) an Investment by the Borrower or a Subsidiary in a Borrower Joint Venture or (y) a reduction in the proportionate interest of the Borrower or a Subsidiary in a Borrower Joint Venture as contemplated by Section 5.18(d)(ii), the Borrower or a Subsidiary receives Net Cash Proceeds (determined as if such transaction were an Asset Sale), then such transaction shall be treated as an Asset Sale to the extent of such Net Cash Proceeds.

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“Asset Sale Lien” has the meaning set forth in Section 5.20.

“Assignee” has the meaning set forth in Section 9.06(c).

“Base Rate” means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.

“Base Rate Loan” means a Loan which bears interest based on the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Section 2.06(a) or Article 8.

“Borrower” means Lyondell Chemical Company, a Delaware corporation.

“Borrower Financial Statements” means the consolidated balance sheet, income statement and statement of cash flows of the Borrower prepared in accordance with GAAP, except that (i) the Borrower’s investments in Equistar and Millennium and the related assets, liabilities, revenues, expenses and cash flows of Equistar and Millennium shall be presented as though they are carried under the equity method of accounting and (ii) to the extent that LCR is not otherwise treated as a separate operating segment for reporting purposes, such financial statements shall include or be accompanied by information substantially equivalent to that which would be provided if LCR were treated as a separate operating segment for reporting purposes.

“Borrower Joint Ventures” means Equistar, Millennium and any Future Joint Venture.

“Borrowing” has the meaning set forth in Section 1.03.

“Business Acquisition” means (i) an Investment by the Borrower or any of its Subsidiaries in any other Person (other than the Borrower or any of its Subsidiaries) (including an Investment by way of acquisition of securities of any other Person) pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any of its Subsidiaries or (ii) an acquisition by the Borrower or any of its Subsidiaries of the property and assets of any Person (other than the Borrower or any of its Subsidiaries) that constitute substantially all the assets of such Person or any division or other business unit of such Person.

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“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder.

“Change of Control” shall occur if (i) any Person or group (within the meaning of Section 13 or 14 of the Exchange Act) of Persons (other than Occidental Chemical Corp. and/or its affiliates) shall have acquired Voting Control of 20% or more of the outstanding shares of common stock of the Borrower; or (ii) Continuing Directors shall cease to constitute a majority of the Borrower’s board of directors.

“Class” has the meaning set forth in Section 1.03.

“Closing Date” means the date of the initial Borrowing hereunder.

“Collateral” means the collateral purported to be subject to the Liens of the Collateral Documents.

“Collateral Documents” means the documents listed in Schedule 1.01, and any additional security agreements or pledge agreements required to be delivered pursuant to the Loan Documents to secure the obligations of the Obligors under the Loan Documents, the Senior Notes, and, to the extent provided therein, the obligations of the Borrower under the PBGC Settlement Agreement and the ARCO Chemical Debt, and any instruments of assignment or other instruments or agreements executed pursuant to the foregoing.

“Commitment” means any Revolving Commitment, Swing Loan Commitment or Term Commitment, and “Commitments” means any or all of the foregoing, as the context may require.

“Commitment Fee Rate” means for any day the percentage set forth below in the applicable column based upon the Status that exists on such day

Status:	Level I		Level II		Level III		Level IV
Commitment Fee Rate:	.375	%	.500	%	.500	%	.500	%

“Commitment Schedule” means the schedule attached hereto and identified as such.

The “Compliance Test” is satisfied at any date if, and only if, at such date (i) the ratio of Senior Secured Debt at such date to Adjusted EBITDA for the period of four consecutive Fiscal Quarters ended at the date of the then most recent annual or quarterly Borrower Financial Statements furnished to the Administrative Agent pursuant to Section 5.01 (the date of such financial statements being referred to as the “quarterly date”) is less than 2.5 to 1.0 and (ii) the Interest Coverage Ratio at the quarterly date is greater than 3.0 to 1.0.

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For the purposes of Sections 5.15(e) and 5.15(g), the Compliance Test shall be calculated on a pro forma basis as if the applicable Business Acquisition or Investment and any related incurrence of Debt had taken place on the first day of the period of four Fiscal Quarters ended on the quarterly date, reflecting the benefit of such anticipated expense reductions and similar synergies as such reductions and synergies could properly be reflected in pro forma financial statements included in a registration statement filed under the Securities Act of 1933, as amended.

“Consolidated Subsidiary” means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

“Continuing Directors” means (i) directors of the Borrower on the date hereof and (ii) individuals who were recommended for election or elected to become directors of the Borrower by a majority of the Continuing Directors then in office.

“Controlling Person” has the meaning set forth in the definition of “Affiliate”.

“Credit Exposure” means, with respect to any Lender at any time, the sum of (i) such Lender’s Revolving Commitment at such time or, if its Revolving Commitment shall have been terminated, the amount of such Lender’s Revolving Outstandings at such time plus (ii) such Lender’s Term Commitment at such time or, if it has no Term Commitment or if its Term Commitment shall have been terminated, the aggregate outstanding principal amount of such Lender’s Term Loans at such time.

“Debt” of any Person means, at any date, without duplication, (i) the principal amount of all obligations of such Person for borrowed money, (ii) the principal amount of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable, accrued expenses and deferred compensation and other pension, benefit and welfare expenses, in each case arising in the ordinary course of business) if and to the extent the foregoing would appear as a liability on a balance sheet of such Person in accordance with GAAP, (iv) all obligations of such Person as lessee which are capitalized in accordance with GAAP, (v) all non-contingent obligations (and, solely for purposes of Section 5.10, all contingent obligations, which contingent obligations shall for such purposes be deemed to be in an outstanding principal amount equal to the maximum contingent amount thereof)

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of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all capital stock of such Person which is subject to redemption otherwise than at the sole option of such Person at any time prior to the date 12 months after the latest Maturity Date; (vii) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person; provided that, for purposes of determining the amount of any Debt of the type described in this clause (vii), if recourse with respect to such Debt is limited to such asset, the amount of such Debt shall be limited to the lesser of (A) the greater of (x) the book value of such asset or (y) the fair market value of such asset or (B) the amount of such Debt and (viii) all Guarantees by such Person of Debt of another Person (each such Guarantee to constitute Debt in an amount equal to the amount of such other Person’s Debt Guaranteed thereby). For avoidance of doubt, Debt does not include an Equity Equivalent or a Securitization Transaction.

“Debt Incurrence” means the issuance for cash proceeds by the Borrower or any of its Subsidiaries of any debt security having a maturity in excess of one year, other than any such issuance (i) to the Borrower or a Subsidiary or (ii) pursuant to a Working Capital Facility.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Derivatives Obligations” of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Designated Lender” means, with respect to any Designating Lender, an Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated Lender for purposes of this Agreement.

“Designating Lender” means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to Section 9.07(a).

“Distributed Cash Flow” means with respect to any Borrower Joint Venture or non-wholly owned Subject Assets Transferee for any period, an amount equal to the greater of (i) zero and (ii) cash distributions by such Person to the Borrower or a JV Subsidiary during such period (including repayment of Investments made in such Person by the Borrower or a Subsidiary) less the aggregate amount of Investments made by the Borrower or a Subsidiary in such

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Person during such period (other than Investments permitted by clause (B) of Section 5.22 and clause (ii) of the proviso to Section 5.22). For purposes of calculations hereunder, Investments made within 45 days after the end of a Fiscal Year as contemplated by clause (i) of the proviso to Section 5.22 shall be deemed made during such preceding Fiscal Year.

“Domestic Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Domestic Lending Office” means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

“EBITDA” means, for any Person for any period, the Net Income of such Person for such period plus without duplication, to the extent deducted in determining such Net Income, (x) interest expense, Debt prepayment premiums, income tax expense and depreciation, amortization and other similar non-cash charges and (y) asset write-downs (other than write-downs of current assets) and other charges which are not cash costs (other than accounting accruals in the ordinary course of business); provided that, in the case of clause (y), if any such charge represents a cash payment in any future period, such cash payment shall be deducted when calculating EBITDA for such future period.

“EBITDA Product” has the meaning set forth in Section 5.18(d)(ii).

“Eligible Designee” means a special purpose corporation that (i) is organized under the laws of the United States or any state thereof, (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s.

“Environmental Laws” means any federal, state, local or foreign law, treaty, judicial decision, regulation, rule, judgment, order, decree, injunction, permit or governmental restriction or requirement, whether now or hereafter in effect, relating to human health and safety, the environment or the protection of the environment.

“Environmental Liabilities” means any and all liabilities of the Borrower and its Subsidiaries, whether vested or unvested, contingent or fixed, actual or potential, which arise under or relate to matters covered by Environmental Laws.

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“Equistar” means Equistar Chemicals, LP, a Delaware limited partnership.

“Equistar Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of Equistar dated as of November 29, 2004.

“Equity Equivalent” means (i) any equity securities of a special purpose Subsidiary of the Borrower, whose only assets consist of the proceeds of such issuance and a debt obligation of the Borrower which matures more than one year after the latest Maturity Date and is subordinated in right of payment to the Loans on terms satisfactory to the Administrative Agent and (ii) any other equity-like securities the form and substance of which are reasonably acceptable to the Administrative Agent.

“Equity Issuance” means any issuance of (a) equity securities (including any preferred equity securities) by the Borrower, other than (i) equity securities issued to a Subsidiary, (ii) equity securities issued pursuant to employee benefit and/or dividend reinvestment plans in the ordinary course of business and (iii) equity securities issued as consideration for a Business Acquisition or (b) an Equity Equivalent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“ERISA Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“Euro-Dollar Business Day” means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

“Euro-Dollar Lending Office” means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

“Euro-Dollar Loan” means a Loan which bears interest based on the London Interbank Offered Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election.

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“Euro-Dollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents).

“Events of Default” has the meaning set forth in Section 6.01.

“Excluded Taxes” has the meaning set forth in Section 8.04(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Agreement” has the meaning set forth in the recitals hereto.

“Existing Letters of Credit” shall mean the letters of credit issued under the Existing Credit Agreement and outstanding on the Closing Date.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Domestic Business Day as so published on the next succeeding Domestic Business Day and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day for such transactions by Federal funds brokers of recognized standing.

“Fiscal Quarter” means a fiscal quarter of the Borrower.

“Fiscal Year” means a fiscal year of the Borrower.

“Fixed Rate Loan” means a Euro-Dollar Loan or a Swing Loan.

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction, and conducting substantially all its operations, outside the United States.

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“Foreign Subsidiary Holding Company” means a Subsidiary (other than a Foreign Subsidiary) that holds the equity interests of one or more Foreign Subsidiaries and has no significant operations and holds no material assets other than assets incidental to the ownership of equity interests of such Foreign Subsidiaries.

“Future Joint Venture” means (a) PO-11 JV and PO-12 JV, (b) PO JV, LP, (c) Technology JV, LP and (d) any other joint venture (i) in which the Borrower acquires a direct or indirect equity interest after the Closing Date and (ii) which is accounted for by the Borrower on the equity method.

“GAAP” as applied to a Person means accounting principles generally accepted in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of such Person delivered to the Lenders.

“General Partner” means a Subsidiary of the Borrower or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of a general partnership interest in a Borrower Joint Venture.

“Group of Loans” means at any time a group of Loans of any Class consisting of (i) all Loans of such Class which are Base Rate Loans at such time or (ii) all Loans of such Class which are Euro-Dollar Loans having the same Interest Period at such time, provided that, if a Loan of any particular Lender is converted to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements (other than, in the case of the Borrower or a Subsidiary of the Borrower, with respect to the obligations of a Borrower Joint Venture, solely by virtue of a Subsidiary of the Borrower being the General Partner of such Borrower Joint Venture if, as of the date of determination, no payment on such Debt or other obligation has been made by such General Partner of such Borrower Joint Venture and such arrangement would not be classified and accounted for, in accordance with GAAP, as a liability on the balance sheet of the Borrower Financial Statements), by virtue of an agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), (ii) to reimburse a bank for amounts drawn under a letter of credit for the purpose of paying such Debt or other obligation or (iii) entered

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into for the purpose of assuring in any other manner the holder of such Debt or other obligation of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Substances” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, regulated under Environmental Laws.

“Incremental Term Loan” means a Term Loan made pursuant to Section 2.01(c).

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Initial Term Loan” means a Term Loan made pursuant to Section 2.01(b).

“Interest Coverage Ratio” means, at any date, the ratio of (i) Adjusted EBITDA for the period of four consecutive Fiscal Quarters ended on or most recently prior to such date to (ii) the interest expense of the Non-JV Group for such period.

“Interest Period” means (1) with respect to each Euro-Dollar Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an applicable Notice of Interest Rate Election and ending one, two, three or six months (or, if corresponding funding is available to each applicable Lender, nine or twelve months) thereafter, as the Borrower may elect in such notice; provided that:

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d) below, end on the last Euro-Dollar Business Day of a calendar month;

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(c) no Interest Period for any Revolving Loan shall extend beyond the Revolving Credit Termination Date; and

(d) no Interest Period applicable to any Term Loan of any Class shall extend beyond any date upon which is due any scheduled principal payment in respect of the Term Loans of such Class unless the aggregate principal amount of Term Loans of such Class represented by Base Rate Loans and Euro-Dollar Loans having Interest Periods which end on or prior to such date equals or exceeds the amount of such principal payment.

(2) with respect to each Swing Loan, the period commencing on the date of borrowing specified in the applicable Notice of Swing Loan Borrowing or on the last day of the next preceding Interest Period applicable thereto and ending one week thereafter; provided that;

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall, subject to clause (b) below, be extended to the next succeeding Euro-Dollar Business Day; and

(b) no Interest Period for any Swing Loan shall extend beyond the Swing Loan Termination Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“Investment” means any investment in any Person, whether by means of purchase of equity securities, capital contribution (in cash, property or services), loan, Guarantee, time deposit or otherwise (but not including any demand deposit).

“Investment Grade Date” means the first date on which the Borrower has Senior Debt Ratings at or above the level of Baa3 by Moody’s and BBB- by S&P.

“Issuing Bank” means JPMorgan Chase Bank, N.A. and any other Revolving Lender that may agree to issue letters of credit hereunder, in each case as issuer of a letter of credit hereunder.

“JV Subsidiaries” means each Subsidiary of the Borrower that directly holds an equity interest in any Borrower Joint Venture.

“LCR” means LYONDELL-CITGO Refining LP, a Delaware limited partnership.

“LCR Acquisition” means the acquisition, directly or indirectly, by the Borrower of the 41.25% equity interest in LCR which, immediately prior to the Closing Date, was not owned by it, all pursuant to the LCR Acquisition Documents.

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“LCR Acquisition Documents” means the Sale and Purchase Agreement between CITGO Petroleum Corporation and Lyondell Chemical Company dated as of July 31, 2006, including all schedules and exhibits thereto and agreements, instruments or documents delivered thereunder.

“LCR Assets” has the meaning set forth in the definition of LCR Asset Sale.

“LCR Asset Sale” means (i) an Asset Sale of assets of or equity interests in LCR or any of its Subsidiaries (“LCR Assets”) or (ii) a Major Asset Sale in respect of which the Subject Assets are LCR Assets.

“LCR Compliance Test” is satisfied in connection with an LCR Asset Sale if, after giving effect thereto and to any retirement of Qualifying Debt with the proceeds thereof, the Total Leverage Ratio is not greater than 4.0:1.

“LCR Partnership Agreement” means the Limited Partnership Agreement of LCR dated December 31, 1998.

“Lender” means (i) each lender listed on the Commitment Schedule or identified in a Term Loan Supplement, (ii) each Assignee which becomes a Lender pursuant to Section 9.06(c) and (iii) their respective successors.

“Lender Parties” means the Lenders and the Administrative Agent.

“Letter of Credit” means a letter of credit issued or to be issued hereunder by an Issuing Bank (including an Existing Letter of Credit).

“Letter of Credit Liabilities” means, for any Lender and at any time, such Lender’s ratable participation in the sum of (x) the aggregate amount then owing by the Borrower in respect of amounts drawn under Letters of Credit and (y) the aggregate amount then available for drawing under all Letters of Credit.

“Letter of Credit Termination Date” means the tenth Domestic Business Day prior to the Revolving Credit Termination Date.

“Level I Status” exists at any date if, at such date, the Total Leverage Ratio is less than 1.50 to 1.00.

“Level II Status” exists at any date if, at such date, the Total Leverage Ratio is equal to or greater than 1.50 to 1.00 and is less than 2.50 to 1.00.

“Level III Status” exists at any date if, at such date, the Total Leverage Ratio is equal to or greater than 2.50 to 1.00 and is less than 3.50 to 1.00.

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“Level IV Status” exists at any date if, at such date, the Total Leverage Ratio is equal to or greater than 3.50 to 1.00.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has substantially the same practical effect as a security interest, in respect of such asset. For purposes hereof, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” means a Base Rate Loan, a Euro-Dollar Loan or a Swing Loan and “Loans” means any combination of the foregoing, as the context may require; provided that, if any such Loan or Loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Loan Documents” means this Agreement, the Notes, the Subsidiary Guarantee and the Collateral Documents.

“London Interbank Offered Rate” has the meaning set forth in Section 2.05(b).

“Lyondell TDI” means Lyondell Chimie France TDI, a French limited partnership and a wholly-owned Subsidiary of the Borrower.

“Lyondell-Equistar Debt” means Debt under the 6.5% Notes Due 2006 and 7.55% Notes Due 2026, each issued by the Borrower pursuant to an Indenture dated as of January 29,1996 between the Borrower and Texas Commerce Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of February 15, 1996 and the Second Supplemental Indenture dated as of December 1, 1997, which Debt has been assumed by Equistar and with respect to which, as between the Borrower and Equistar, Equistar is the obligor and the Borrower is the guarantor.

“Major Asset Sale” has the meaning set forth in Section 5.20.

“Margin Stock” has the meaning set forth in Regulation U.

“Material Adverse Effect” means (i) any material adverse effect upon the financial condition, results of operations, assets or business of the Borrower and its Subsidiaries, taken as a whole (other than general economic conditions affecting the refining or petrochemical industry as a whole); (ii) a material

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adverse effect on the ability of the Obligors as a whole to perform their obligations under the Loan Documents or (iii) any material adverse effect on the rights and remedies of the Administrative Agent and the Lenders under this Agreement, the Notes and the other Loan Documents.

“Material Debt” means Debt (other than the Loans and Reimbursement Obligations) of the Borrower and/or one or more of its Subsidiaries (including for this purpose the Borrower Joint Ventures, but excluding Millennium and its Subsidiaries so long as such Person is not at the time a “Significant Subsidiary” for purposes of the instruments governing the Senior Notes or the Senior Subordinated Notes), arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $50,000,000.

“Material Plan” means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of $50,000,000.

“Maturity Date” means, (i) with respect to Revolving Loans, the Revolving Credit Termination Date, (ii) with respect to Swing Loans, the Swing Loan Termination Date, (iii) with respect to the Initial Term Loans, August 16, 2013 and (iv) with respect to Incremental Term Loans of any Class, the date specified in the applicable Term Loan Supplement.

“Millennium” means Millennium Chemicals, Inc., a Delaware corporation.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to such corporation’s business of rating debt securities.

“Multiemployer Plan” means, at any time, an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“NAIC” has the meaning set forth in Section 8.02.

“Net Cash Proceeds” means, with respect to any event, an amount equal to the cash proceeds received by the Borrower or any of its Subsidiaries from or in respect of such event (including any cash proceeds received as interest or similar income on, or other cash proceeds of, any noncash proceeds of any Asset Sale), less (at the option of the Borrower) (a) any fees, costs and expenses reasonably incurred by such Person in respect of such event, and (b) if such event is an Asset Sale, (i) any taxes actually paid or to be payable by such Person (as estimated by the chief financial officer or chief accounting officer of the Borrower, giving effect to the overall tax position of the Borrower) in respect of

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such Asset Sale, (ii) the amount of all Debt (other than the Loans) secured by any assets subject to that Asset Sale and subject to mandatory prepayment as a result of that Asset Sale, and (iii) the amount of any reserves established by the Borrower and its Subsidiaries to fund contingent liabilities payable by the Borrower and its Subsidiaries attributable to such Asset Sale (as estimated by the chief financial officer or chief accounting officer of the Borrower), including, without limitation, liabilities under any indemnification obligations and severance and other employee termination costs associated with such Asset Sale, until such time as such amounts are no longer reserved or such reserve is no longer necessary (at which time any remaining amounts will become Net Cash Proceeds).

“Net Income” means, for any Person for any period, the net income of such Person for such period, adjusted to exclude the effect of any extraordinary items of gain or loss.

“New York Interbank Offered Rate” has the meaning set forth in Section 2.17(c).

“No Less Favorable” means, for purposes of comparing the terms and conditions of a given debt instrument with those of another debt instrument or instruments, that the terms and conditions of the former are (i) no less favorable to the Borrower, taken as a whole, than the terms and conditions of the latter (except that the interest rate and similar terms applicable to the former shall be at the prevailing market rates at the time of issuance or, if debt securities issued thereunder are to be fungible with debt securities previously issued, rates that, taken together with the sales price of such securities, reflect then prevailing market rates) and (ii) to the extent they purport to limit the amount, repayment or refinancing of, amendment or other modification of, or the granting of Liens to secure, the Borrower’s obligations hereunder or under any replacement credit facility, are no less favorable to the Lenders than the corresponding terms and conditions of the latter debt instrument(s).

“Non-JV Group” means the Borrower and its Consolidated Subsidiaries, but excluding the Borrower Joint Ventures, any Subsidiary of a Borrower Joint Venture, the JV Subsidiaries and any non-wholly owned Subject Assets Transferees.

“Notes” means promissory notes of the Borrower, substantially in the form of Exhibit A hereto, evidencing the Borrower’s obligation to repay the Loans, and “Note” means any one of such promissory notes issued hereunder.

“Notice of Borrowing” has the meaning set forth in Section 2.02

“Notice of Interest Rate Election” has the meaning set forth in Section 2.06(a).

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“Notice of Issuance” has the meaning set forth in Section 2.16(b).

“Notice of Swing Loan Borrowing” has the meaning set forth in Section 2.17(b).

“Obligor” means the Borrower, each Subsidiary Guarantor and each JV Subsidiary.

“Ordinary Course Liens” means the following Liens:

(a) Liens incurred and pledges and deposits made in the ordinary course of business in connection with workers’ compensation, disability or unemployment insurance, old-age pensions, retiree health benefits and other social security benefits and deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements;

(b) Liens securing the performance of bids, tenders, leases, government and other contracts (other than for Debt), statutory and regulatory obligations, surety, customs bonds and other obligations of a like nature, incurred as an incident to and in the ordinary course of business;

(c) Liens encumbering pipelines or pipeline facilities that arise by operation of law, and other Liens imposed by law such as carriers’, warehousemen’s, mechanics’, materialmen’s and vendors liens, incurred in good faith in the ordinary course of business and securing obligations which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings;

(d) Liens securing the payment of taxes, assessments and governmental charges or levies, either (i) not delinquent or (ii) being contested in good faith by appropriate legal or administrative proceedings;

(e) (i) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property, minor irregularities of title and similar encumbrances incurred or suffered in the ordinary course of business (and with respect to leasehold interests, the interest of the landlord or owner in the leased property and mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) and (ii) licenses or leases for patents, copyrights, trademarks, tradenames and other intellectual property;

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(f) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Borrower and its Subsidiaries;

(g) customary Liens for the fees, costs and expenses of trustees and escrow agents pursuant to any indenture, escrow agreement or similar agreement establishing a trust or escrow arrangement, and Liens pursuant to merger agreements, stock purchase agreements, asset sale agreements, option agreements and similar agreements in respect of the disposition of property or assets of the Borrower and the Subsidiaries, to the extent such dispositions are permitted hereunder;

(h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(i) customary Liens in favor of issuers of documentary letters of credit;

(j) netting provisions and setoff rights in favor of counterparties to agreements creating Derivative Obligations;

(k) prejudgment Liens which are being contested in good faith by appropriate proceedings;

(l) judgment Liens which are being contested in good faith by appropriate proceedings and Liens securing appeal or similar surety bonds therefor; provided that (i) no Event of Default exists under Section 6.01(k) relating thereto and (ii) the aggregate amount secured by such Liens does not exceed $250,000,000 (exclusive of Liens securing judgments covered by (x) insurance in respect of which the carrier has not contested coverage or (y) appeal or similar surety bonds);

(m) Liens not otherwise constituting Ordinary Course Liens on cash or cash equivalents securing appeal or similar surety bonds, provided that no Event of Default exists at the time any such Lien is created; and

(n) Liens customarily granted in connection with Securitization Transactions on related assets or interests of the Borrower or a Subsidiary.

“Other Taxes” has the meaning set forth in Section 8.04(a).

“Parent” means, with respect to any Lender, any Person controlling such Lender.

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“Participant” has the meaning set forth in Section 9.06(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“PBGC Settlement Agreement” means the settlement agreement effective as of July 28, 1998 between the Borrower and the PBGC.

“Permitted Liens” means Liens permitted by Section 5.09.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Personal Property Pledgor” means a Person that has entered into, or is required to enter into, the Security Agreement, and has not been released therefrom.

“Plan” means, at any time, an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Pledge Agreement” means the Pledge Agreement listed in Schedule 1.01.

“PO-11 JV and PO-12 JV” each means a Borrower Joint Venture formed (or to be formed) between the Borrower and one or more other Persons or their affiliates in which the Borrower holds at the date hereof (or will hold when formed) not less than a 50% direct or indirect equity interest, which Borrower Joint Venture will construct, own and operate a propylene oxide and/or styrene plant.

“POJV Subsidiaries” means PO Offtake, LP, Lyondell POJV Partners 1, LP, Lyondell POJV Partners 2, LP, Lyondell POJV Partners 3, LP, Lyondell POJVGP, LLC, Lyondell POJV Partner 1 GP, LLC, Lyondell POJV Partner 2 GP, LLC, Lyondell POJV Partner 3 GP, LLC, Lyondell POTechLP, Inc., Lyondell POTechGP, Inc. and any other Subsidiary that directly or indirectly owns equity interests in PO JV, LP and owns no other assets other than those incidental to the direct or indirect ownership of such equity interests.

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“POSM” means POSM II Limited Partnership, L.P., a Delaware limited partnership.

“Prime Rate” means the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York City from time to time as its Prime Rate.

“Qualifying Debt” means, for any date, (i) Qualifying Senior Notes and Term Loans outstanding on such date and (ii) solely to the extent that there are no Qualifying Senior Notes or Term Loans outstanding on such date (after giving effect to any repayment thereof on such date), other Debt.

“Qualifying Senior Notes” means, for any date, Senior Notes outstanding on such date that mature prior to the latest Maturity Date for the Term Loans, determined on such date.

“Quarterly Payment Dates” means each March 31, June 30, September 30 and December 31.

“Rating Agency” means each of S&P and Moody’s.

“Refunding Date” has the meaning set forth in Section 2.17(h).

“Register” has the meaning set forth in Section 2.14.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Obligation” has the meaning set forth in Section 2.16(c).

“Related Fund” means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender or by an affiliate of such Lender.

“Release” means any discharge, emission or release into the environment of a Hazardous Substance, including a Release as defined in CERCLA at 42 U.S.C. Section 9601(22).

“Required Lenders” means, at any time, Lenders having in the aggregate, more than 50% of the aggregate amount of the Credit Exposures at such time.

“Responsible Officer” means the President and Chief Executive Officer, any Executive Vice President, any Senior Vice President, the Treasurer or the Controller of the Borrower.

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“Restricted Payment” means (i) any dividend or other distribution on any shares of the Borrower’s capital stock (except dividends payable solely in shares of its capital stock of the same class and rights or warrants to purchase capital stock of the Borrower) or (ii) any payment on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Borrower’s capital stock or (b) any option, warrant or other right to acquire shares of the Borrower’s capital stock, but does not include (1) payments of principal, premium (if any) or interest (or equivalent payments) made pursuant to the terms of any Debt instrument which is (w) convertible into, (x) exchangeable for, (y) part of an investment unit which includes or (z) otherwise associated with capital stock, so long as such Debt continues to be Debt, or (2) payments pursuant to employee compensation or benefit plans in the ordinary course of business.

“Revolving Commitment” means,

(i) with respect to each Revolving Lender listed on the signature pages hereof, the amount set forth opposite the name of such Lender under the heading “Revolving Commitment” in the Commitment Schedule, and

(ii) with respect to each Assignee which becomes a Revolving Lender pursuant to Section 9.06(c), the amount of the Revolving Commitment thereby assumed by it,

in each case as such amount may be reduced from time to time pursuant to Section 2.08 or increased or reduced by reason of an assignment to or by such Lender in accordance with Section 9.06(c).

“Revolving Credit Percentage” means, with respect to any Revolving Lender at any time, the percentage which the amount of its Revolving Commitment at such time represents of the aggregate amount of all the Revolving Commitments at such time. At any time after the Revolving Commitments shall have terminated, the term “Revolving Credit Percentage” shall refer to a Revolving Lender’s Revolving Credit Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

“Revolving Credit Period” means the period from and including the Closing Date to but not including the Revolving Credit Termination Date.

“Revolving Credit Termination Date” means August 16, 2011 or, if such date is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the Revolving Credit Termination Date shall be the immediately preceding Euro-Dollar Business Day.

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“Revolving Lender” means each Lender identified in the Commitment Schedule and each Assignee which acquires a Revolving Commitment and/or Revolving Loans pursuant to Section 9.06(c), and their respective successors.

“Revolving Loan” means a loan made by a Revolving Lender pursuant to Section 2.01(a).

“Revolving Outstandings” means, at any time as to any Revolving Lender, the sum of (i) the aggregate principal amount of such Lender’s Revolving Loans plus (ii) such Lender’s Letter of Credit Liabilities plus (iii) such Lender’s Revolving Credit Percentage of the aggregate outstanding principal amount of Swing Loans.

“Rhodia” means Rhodia S.A., a French company and the successor in interest to Rhone-Poulenc Chemie S.A. under the TDI Agreements.

“Rhodia TDI Plant” means the manufacturing facilities for the production of toluene diisocyanate, currently owned by Rhodia and located at Pont-de-Claix, France.

“Rule 3-16 Limitation” means a contractual provision governing a Collateral Document substantially to the effect that, at the time any determination is required to be made, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (and as replaced with another rule or regulation, or any other law, rule or regulation) (“Rule 3-16”), would require the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary or Future Joint Venture due to the fact that such Subsidiary’s or Future Joint Venture’s equity interests or other securities of such Subsidiary or Future Joint Venture secure Debt pursuant to the Collateral Documents at such time, then, unless separate audited financial statements of such Subsidiary or Future Joint Venture are otherwise required to be filed with the SEC (or other governmental agency) in a form that would satisfy the requirements of Rule 3-16, the equity interests or other securities of such Subsidiary or Future Joint Venture, respectively, shall automatically be deemed not to be part of the Collateral securing the Secured Obligations and the Additional Secured Obligations at such time, but only to the extent necessary to cause such Subsidiary or Borrower Joint Venture to not be subject to such requirement. For avoidance of doubt, the Rule 3-16 Limitation is not applicable to pledges of equity interests in or other securities of Equistar or Millennium.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to its business of rating debt securities.

“SEC” means the Securities and Exchange Commission.

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“Securitization Transaction” means any transaction in which the Borrower or any Subsidiary sells or otherwise transfers an interest in accounts receivable (i) to one or more third party purchasers or (ii) to a special purpose entity that borrows against such accounts receivable or sells such accounts receivable to one or more third party purchasers, but only to the extent that amounts received in connection with the sale or other transfer of such accounts receivable would not under GAAP be accounted for as liabilities on the balance sheet of the Borrower Financial Statements.

“Security Agreement” means the Security Agreement listed in Schedule 1.01.

“Senior Debt Rating” means a rating of the Borrower’s senior long-term debt which is not secured or supported by a guarantee (other than a guarantee issued pursuant to Section 5.10(e)), letter of credit or other form of credit enhancement; provided that if a Senior Debt Rating by a Rating Agency is required to be at or above a specified level and such Rating Agency shall have changed its system of classifications after the date hereof, the requirement will be met if the Senior Debt Rating by such Rating Agency is at or above the new rating which most closely corresponds to the specified level under the old rating system; and provided further that the Senior Debt Rating in effect on any date is that in effect at the close of business on such date.

“Senior Notes” means notes of the Borrower which (i) in the case of notes issued after the Closing Date, mature no earlier than one year after the latest Maturity Date for the Term Loans, determined on the date on which such notes were issued, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which Guarantee shall provide that it terminates automatically upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor), (iii) are not secured by any assets of any Person other than all or any portion of the Collateral and, if so secured, the rights and remedies of the holders of such notes with respect to such Collateral are subject to security arrangements in form and substance satisfactory to the Administrative Agent (which arrangements will include the Rule 3-16 Limitation and will provide, in any event, that all Liens on all or any portion of the Collateral securing such notes shall be automatically released concurrently with any release of the Liens on all or any such portion of the Collateral securing the Loans (other than upon a complete refinancing of the Loans and the Reimbursement Obligations with other Debt to be secured by such Collateral)), and (iv) contain otherwise substantially the same terms and conditions as the Senior Secured Note Indentures (or, in the case of any such notes issued after the Closing Date, terms and conditions No Less Favorable than the Senior Secured Note Indentures). For the purposes of this definition, Senior Notes shall not be considered outstanding (i) if irrevocable notice of redemption has been duly given in respect of such Senior Notes and redemption money in the necessary amount has been irrevocably deposited with the applicable trustee or paying agent in trust for the holders of such Senior Notes, or

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(ii) in the case of Senior Notes issued under the Series A Senior Secured Note Indenture only, if such Senior Notes have been defeased in accordance with the terms of such indenture. As of the Closing Date, the Senior Notes consist of the notes issued on or prior to the Closing Date under the Senior Secured Note Indentures.

“Senior Secured Debt” means the Debt of the Non-JV Group at such date (exclusive of (A) unsecured Debt, (B) Debt for which irrevocable notice of redemption has been duly given and for which redemption money in the necessary amount has been irrevocably deposited with the applicable trustee or paying agent in trust for the holders of such Debt, and (C) Debt under the Series A Senior Secured Note Indenture that has been defeased in accordance with the terms of such indenture).

“Senior Subordinated Indenture” means the Indenture as of December 4, 2001 between the Borrower, the subsidiary guarantors party thereto and The Bank of New York, as trustee, as amended from time to time, pursuant to which the Borrower has issued the 10 ⁷/8% Senior Subordinated Notes due 2009.

“Senior Subordinated Notes” means unsecured notes of the Borrower which (i) in the case of notes issued after the Closing Date, mature no earlier than one year after the latest Maturity Date for the Term Loans, determined on the date on which such notes were issued, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor (the terms of which Guarantee shall provide that it terminates automatically upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor), (iii) are subordinated (and the Guarantees of which are subordinated) to the obligations of the Borrower (and any applicable Subsidiary Guarantor) to the Lenders pursuant to subordination provisions no less favorable to the Lenders than those set forth in the Senior Subordinated Indenture and (iv) contain other terms and conditions No Less Favorable than those contemplated by such form of indenture. As of the Closing Date, the Senior Subordinated Notes consist of the notes issued under the Senior Subordinated Indenture.

“Senior Secured Note Indentures” means, collectively, the Series A Senior Secured Note Indenture, the Series C Senior Secured Note Indenture, the Series D Senior Secured Note Indenture, and the Series E Senior Secured Note Indenture.

“Series A Senior Secured Note Indenture” means the Series A Senior Note Indenture dated as of May 17, 1999 among the Borrower, the subsidiary guarantors party thereto and The Bank of New York, as trustee, as amended from time to time, pursuant to which the Borrower issued the 9.625% Senior Notes due 2007.

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“Series C Senior Secured Note Indenture” means the Indenture dated as of December 4, 2001 among the Borrower, the subsidiary guarantors party thereto and The Bank of New York, as trustee, as amended from time to time, pursuant to which the Borrower issued the 9.50% Senior Notes Due 2008.

“Series D Senior Secured Note Indenture” means the Indenture dated as of July 2, 2002, among the Borrower, the subsidiary guarantors party thereto and The Bank of New York, as trustee, as amended from time to time, pursuant to which the Borrower issued the 11 ¹/8% Senior Notes due 2012.

“Series E Senior Secured Note Indenture” means the Indenture dated as of May 20, 2003 among the Borrower, the subsidiary guarantors party thereto and The Bank of New York, as trustee, as amended from time to time, pursuant to which the Borrower issued the 10.5% Senior Notes due 2013.

“Significant Subsidiary” means, at any date, any Subsidiary having consolidated assets equal to or greater than 5% of the consolidated assets of the Non-JV Group at such time; provided that POSM shall not be a Significant Subsidiary for purposes of the definition of “Subsidiary Guarantors” or Section 4.09.

“Special Purpose Subsidiary” means a Subsidiary formed solely for the purpose of, and whose activities consist solely of, engaging in a Securitization Transaction or the issuance of an Equity Equivalent.

“Status” refers to the determination of which of Level I Status, Level II Status, Level III Status or Level IV Status exists at any date.

“Stop Issuance Notice” has the meaning set forth in Section 2.18.

“Subject Assets” has the meaning set forth in Section 5.20.

“Subject Assets Transferee” has the meaning set forth in Section 5.20.

“Subsidiary” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person. Unless otherwise specified, “Subsidiary” (i) means a Subsidiary of the Borrower and (ii) does not, except where otherwise specifically indicated, include any Borrower Joint Venture or any Subsidiary of a Borrower Joint Venture.

“Subsidiary Guarantee” means the Subsidiary Guarantee dated as of the date hereof.

“Subsidiary Guarantors” means each party to the Subsidiary Guarantee on the Closing Date and any other Person that becomes a party to the Subsidiary

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Guarantee pursuant to Section 5.18, in each case that has not been released from its obligations under the Subsidiary Guarantee pursuant to the terms of the Loan Documents, and “Subsidiary Guarantor” means any one of them.

“Swing Credit Period” means the period from and including the first Domestic Business Day after the Closing Date to but not including the Swing Loan Termination Date.

“Swing Loan” means a Loan made by the Swing Loan Lender pursuant to Section 2.17.

“Swing Loan Commitment” means $20,000,000 or, if less, the aggregate amount of the Revolving Commitments.

“Swing Loan Lender” means JPMorgan Chase Bank, N.A., in its capacity as the Swing Loan Lender under the swing loan facility described in Section 2.17.

“Swing Loan Termination Date” means the tenth Euro-Dollar Business Day prior to the Revolving Credit Termination Date.

“Taxes” has the meaning set forth in Section 8.04(a).

“TDI Agreements” means (i) the Share Purchase Agreement dated as of January 23, 1995 between ARCO Chemical Europe Inc. and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time, (ii) the Processing Agreement dated as of January 23, 1995 between ARCO Chemical Chemie TDI and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time, and (iii) the TDI License.

“TDI Assets” means (i) all of the rights of ARCO Chemical Europe Inc., ARCO Chemical Chemie TDI, ARCO Chemical Technology LP and their respective successors under the TDI Agreements, and (ii) all of Lyondell TDI’s customer lists relating to the Rhodia TDI Plant.

“TDI License” means the TDI Technology Agreement dated as of January 23, 1995 between ARCO Chemical Technology LP and Rhone-Poulenc Chemie S.A., as such agreement may be amended, supplemented or otherwise modified from time to time.

“TDI Restructuring” means (i) actions taken by the Borrower to reorganize and streamline its Isocyanates business, including the shutdown of the Borrower’s aliphatics diisocyanates manufacturing facility located at its Lake Charles, Louisiana facility and the restructuring of the remaining toluene diisocyanates business at the Lake Charles, Louisiana facility, and (ii) any

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reduction in the Borrower’s workforce, any demolition, remediation or reclamation, or any termination or amendment of feedstock, energy, supply or other contracts, in each case resulting from the activity described in clause (i) above.

“TDI Sale” means an Asset Sale of all or any part of the Borrower’s Isocyanates business (including the transfer or assignment of the TDI Assets or the TDI Agreements), whether consisting of one transaction or more than one related or unrelated transactions.

“Temporary Cash Investments” shall mean any Investment in (a) securities issued or directly and fully guaranteed or insured by the United States of America government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (b) demand deposits, time deposits and certificates of deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States of America or any State thereof having capital, surplus and undivided profits in excess of $250 million, (c) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above, (d) commercial paper rated at least P-1 by Moody’s and A-1 by S&P or, if such commercial paper is rated by only one such agency, at least such rating from such agency, (e) investments in any dollar denominated money market fund as defined by Rule 2a-7 of the General Rules and Regulations promulgated under the Investment Company Act of 1940 and (f) in the case of a Foreign Subsidiary, substantially similar investments denominated in foreign currencies (including similarly capitalized foreign banks).

“Term Commitment” means, with respect to each Term Loan Lender listed on the signature pages hereof, the amount set forth opposite the name of such Lender under the heading “Term Commitment” in the Commitment Schedule.

“Term Loan” means a loan made by a Term Loan Lender pursuant to Section 2.01(b) or (c).

“Term Loan Lender” means (i) each Person identified as a Term Loan Lender on the signature pages hereof, (ii) each Person so identified in any Term Loan Supplement and (iii) each Assignee which acquires any Term Loan pursuant to Section 9.06(c), and their respective successors.

“Term Loan Supplement” means a supplement to this Agreement setting forth the terms applicable to a Class of Incremental Term Loans as described in Section 2.01(c).

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“Total Debt” means, at any date, the Debt of the Non-JV Group at such date (exclusive of (i) Debt for which irrevocable notice of redemption has been duly given and for which redemption money in the necessary amount has been irrevocably deposited with the applicable trustee or paying agent in trust for the holders of such Debt, (ii) Debt that has been defeased in accordance with the terms of the governing agreement, and (iii) the Lyondell-Equistar Debt).

“Total Leverage Ratio” means, at any date, the ratio of (i) Total Debt as of the date of the most recent balance sheet delivered pursuant to Section 5.01(c) or (d) to (ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters then ended; provided that for any period during which a Default exists under Section 5.01(c) or (d), the Total Leverage Ratio shall be deemed to be greater than 3.5 to 1.0.

“Type” has the meaning set forth in Section 1.03.

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“United States” means the United States of America.

“Voting Control” means with respect to any security the right to exercise, or to direct the exercise of, the voting rights of a holder of such security; provided that a Person shall not be deemed to have Voting Control of shares of common stock of the Borrower if such Person is or such shares are subject to a valid contract arrangement whereby such shares are voted as directed by the board of directors of the Borrower and/or in the same proportions as all other shares of common stock of the Borrower are voted.

“Working Capital Facility” means a committed or uncommitted revolving credit facility entered into by the Borrower or a Subsidiary to obtain working capital financing in the ordinary course of business.

Section 1.02. Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any provision hereof to eliminate the effect of any

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change in GAAP (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any provision hereof for such purpose), then such provision shall be applied on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Lenders.

(b) Calculations with respect to the Non-JV Group shall be calculated from the Borrower Financial Statements, excluding the Borrower’s interest in the income or losses of any Borrower Joint Venture, JV Subsidiary or non wholly-owned Subject Assets Transferee.

(c) In the event of any future material acquisition or disposition of assets by the Borrower and its Consolidated Subsidiaries (other than a TDI Sale and the TDI Restructuring), determinations of Adjusted EBITDA for purposes of Section 5.11 shall be made on a pro forma basis as if such transaction had been consummated on the first day of such period, reflecting the benefit of such anticipated expense reductions and similar synergies as such reductions and synergies could properly be reflected in pro forma financial statements included in a registration statement filed under the Securities Act of 1933, as amended.

Section 1.03. Classes and Types of Loans and Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Article 2 on the same date, all of which Loans are of the same Class and Type (subject to Article 8) and, in the case of Euro-Dollar Loans, have the same initial Interest Period. Loans hereunder are distinguished by “Class” and by “Type”. The “Class” of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of such Loans) refers to the determination whether such Loan is an Initial Term Loan, an Incremental Term Loan, a Revolving Loan or a Swing Loan, each of which constitutes a Class. In the event multiple tranches of Incremental Term Loans are incurred pursuant to Section 2.01(c), each such tranche shall constitute a Class. The “Type” of a Loan refers to the determination whether such Loan is a Euro-Dollar Loan or a Base Rate Loan, each of which constitutes a “Type”. Identification of a Loan (or a Borrowing) by both Class and Type (e.g., a “Euro-Dollar Revolving Loan”) indicates that such Loan is both a Revolving Loan and a Euro-Dollar Loan (or that such Borrowing is comprised of such Loans).

Section 1.04. Other Definitional Provisions. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. Any of the terms defined in Section 1.01 may, unless the context otherwise requires, be used in the singular or plural depending on the reference. “Include” or “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such

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words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words in a visible form. References to any agreement or contract are to such agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively.

ARTICLE 2

THE CREDITS

Section 2.01. Facilities. (a) Revolving Credit Facility. During the Revolving Credit Period, each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Borrower from time to time in an aggregate amount such that, after giving effect to such Loans, the Revolving Outstandings of such Lender do not exceed the amount of its Revolving Commitment. Each Revolving Borrowing shall be in the aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments), and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the limits specified in this Agreement, the Borrower may borrow under this Section 2.01(a), prepay Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period pursuant to this Section 2.01(a).

(b) Initial Term Loans. On the Closing Date, each Term Loan Lender listed on the signature pages hereof severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower in an amount equal to the amount of its Term Commitment. Such Borrowing shall be made from such Term Loan Lenders ratably in proportion to their Term Commitments. The Term Commitments are not revolving in nature, and amounts prepaid may not be reborrowed. The Term Commitments shall terminate upon the making of the Initial Term Loans on the Closing Date (unless earlier terminated in accordance with the other provisions of this Agreement).

(c) Incremental Term Loans. Term Loans in an aggregate principal amount of up to $500,000,000 may be borrowed hereunder pursuant to one or more Term Loan Supplements and may share pari passu in the Collateral; provided that (i) Term Loan Lenders reasonably acceptable to the Administrative Agent are willing to provide such Term Loans, (ii) such Term Loans mature no earlier than August 16, 2014, (iii) the Net Cash Proceeds received from the incurrence of such Term Loans shall be used to redeem Senior Notes that mature

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prior to the Revolving Credit Termination Date and (iv) after giving effect to such incurrence and redemption, the Borrower will be in compliance with Sections 5.11 and 5.12 for the four Fiscal Quarters most recently ended on or prior to the date of such incurrence and redemption as if such incurrence and redemption had occurred on the first day of such period. Each Term Loan Supplement shall (i) specify the aggregate principal amount of the related Class of Term Loans, (ii) identify the initial Term Loan Lenders providing such Term Loans, and the respective principal amounts to be provided by each, (iii) specify the applicable Maturity Date for such Class of Term Loans, which shall comply with clause (ii) of the preceding sentence, (iv) specify any scheduled amortization prior to the Maturity Date of such Class of Term Loans, which shall not exceed 1% of the initial aggregate principal amount thereof in any calendar year prior to 2013, (v) specify the terms of any optional and mandatory prepayments of such Class of Term Loans, including applicable prepayment premiums, if any, (vi) specify any limitations on any subsequent Classes of Term Loans to be incurred hereunder (in addition to those specified in this Section 2.01(c)), (vii) specify such other terms and conditions relating to such Class of Term Loans as are not materially inconsistent with the other provisions of this Agreement and the other Loan Documents and (viii) be executed and delivered by the Borrower, the Administrative Agent and each initial Term Loan Lender of such Class.

Section 2.02. Notice of Borrowing. The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than 11:30 A.M. (New York City time) (i) on the date of each Base Rate Borrowing and (ii) on the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

(a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing;

(b) the aggregate amount of such Borrowing;

(c) the Class and initial Type of Loans comprising such Borrowing; and

(d) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

Section 2.03. Notice to Lenders; Funding of Loans. (a) Promptly after receiving a Notice of Borrowing, the Administrative Agent shall notify each Lender of the contents thereof and of such Lender’s share of such Borrowing.

(b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Lender participating therein shall make available its share of such Borrowing, in Federal or other funds immediately available in New York

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City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

(c) Unless the Administrative Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.03(b) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable to such Borrowing pursuant to Section 2.05 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

Section 2.04. Maturity of Loans; Mandatory Prepayments. (a) Maturity Date. Each Revolving Loan and Swing Loan shall mature, and the outstanding principal amount thereof shall be due and payable (together with interest accrued thereon), on the Maturity Date for such Class of Loans. Each Initial Term Loan shall mature in installments, due on each February 1, May 1, August 1, and November 1, commencing with the first such date following the Closing Date and ending with the Maturity Date for such Class, in an amount equal to (i) for each of the first twenty-four such installments, 0.25% of the initial aggregate principal amount of the Initial Term Loans and (ii) for each of the final four such installments, 23.50% of the initial aggregate principal amount of the Initial Term Loans. Each Incremental Term Loan shall mature as provided in the applicable Term Loan Supplement.

(b) Mandatory Prepayment of Term Loans. Each Class of Incremental Term Loans shall be subject to mandatory prepayment as specified in the applicable Term Loan Supplement.

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(c) Application of Prepayments. Except as otherwise specified with respect to any Class of Incremental Term Loans in the applicable Term Loan Supplement:

(i) each prepayment of the Term Loans of any Class shall be applied ratably to the respective Term Loans of all Term Loan Lenders of such Class; and

(ii) each payment of principal of the Term Loans shall be made together with interest accrued and unpaid on the amount repaid to the date of payment.

Section 2.05. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Applicable Margin and the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate for such day.

(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for such day plus the London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof.

The “London Interbank Offered Rate” applicable to any Interest Period means the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) from Telerate Successor Page 3750, as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 A.M., London time, two Euro-Dollar Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “London Interbank Offered Rate” applicable to such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 A.M., London time, two Euro-Dollar Business Days prior to the commencement of such Interest Period.

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(c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the higher of (i) the sum of the Applicable Margin for such day plus the London Interbank Offered Rate applicable to such Loan on the day before such payment was due and (ii) the rate applicable to overdue Base Rate Loans of such Class for such day.

(d) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall promptly notify the Borrower and the Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

Section 2.06. Method of Electing Interest Rates. (a) The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Term Loans or Revolving Loans (subject to subsection (d) and the provisions of Article 8), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and

(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.

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(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and

(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.

(d) The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall exist when the Borrower delivers notice of such election to the Administrative Agent.

(e) If any Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Section 2.07. Fees. (a) During the Revolving Credit Period, the Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders ratably in proportion to their Revolving Commitments commitment fees at the Commitment Fee Rate on the daily amount by which the aggregate amount of the Revolving Commitments exceeds the sum of (i) the aggregate outstanding principal amount of Revolving Loans and (ii) the aggregate Letter of Credit Liabilities. Such commitment fee shall accrue from and including the date hereof to but excluding the date of termination of the Revolving Commitments in their entirety.

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(b) The Borrower shall pay to the Administrative Agent (i) for the account of the Revolving Lenders ratably a letter of credit fee accruing daily on the aggregate undrawn amount of all outstanding Letters of Credit at a rate per annum equal to the Applicable Margin for Revolving Euro-Dollar Loans for such day and (ii) for the account of each Issuing Bank a letter of credit fronting fee accruing daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Bank at a rate per annum mutually agreed between the Borrower and such Issuing Bank from time to time.

(c) Accrued commitment and letter of credit fees under this Section shall be payable quarterly in arrears on each Quarterly Payment Date and on the date of termination of the Revolving Commitments in their entirety.

Section 2.08. Termination or Reduction of Commitments. (a) The Borrower may, upon at least three Domestic Business Days’ notice to the Administrative Agent, (i) terminate the Commitments of any Class at any time, if no Loans of such Class (and, in the case of the Revolving Commitments, no Letter of Credit Liabilities and no Swing Loans) are outstanding at such time (after giving effect to any prepayments to be made at such time) or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any larger multiple of $1,000,000 the aggregate amount of the Commitments of any Class in excess of the aggregate outstanding principal amount of the Loans of such Class (and, in the case of the Revolving Commitments, the aggregate principal amount of the Letter of Credit Liabilities and Swing Loans). Promptly after receiving a notice of a termination or reduction of Commitments, the Administrative Agent shall notify each Lender of each relevant Class of the contents thereof.

(b) Unless previously terminated, the Revolving Commitments shall terminate in their entirety on the Revolving Credit Termination Date.

(c) The Swing Loan Commitment shall terminate in its entirety on the earlier of the Swing Loan Termination Date or the date on which the Revolving Commitments terminate in their entirety.

(d) All Commitments shall terminate on August 18, 2006 unless the Closing Date shall have occurred not later than such date.

Section 2.09. Optional Prepayments. (a) Subject in the case of Euro-Dollar Loans to Section 2.11, the Borrower may (i) upon same Domestic Business Day notice to the Administrative Agent, prepay any Group of Base Rate Loans of any Class or (ii) upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans of any Class, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000 by paying the principal amount to be prepaid together with interest accrued thereon to the date of prepayment.

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(b) Promptly after receiving a notice of prepayment pursuant to this Section, the Administrative Agent shall notify each applicable Lender of the contents thereof and of such Lender’s ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower.

Section 2.10. General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loans, of Letter of Credit Liabilities or interest thereon or of fees hereunder not later than 1:00 P.M. (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. The Administrative Agent will promptly distribute to each Lender its ratable share of each such payment received by the Administrative Agent for the account of the Lenders. Whenever any payment of principal of, or interest on, the Base Rate Loans, of Letter of Credit Liabilities or interest thereon or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

(b) Unless the Borrower notifies the Administrative Agent before the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance on such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Section 2.11. Funding Losses. If the Borrower makes any payment of principal with respect to any Fixed Rate Loan or any Euro-Dollar Loan is converted to a Base Rate Loan (whether such payment or conversion is pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day of an Interest Period applicable thereto, or if the Borrower fails to borrow, prepay, convert or continue any Fixed Rate Loan after notice has been given to any Lender in accordance with Section 2.02(a), 2.06(c), 2.09(b), or 2.17(b), the Borrower shall reimburse each Lender requesting such reimbursement within 15 days after

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demand for any resulting loss or expense incurred by it (or by a Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after such payment or conversion or failure to borrow, prepay, convert or continue; provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the calculation of the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

Section 2.12. Computation of Interest and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.13. Notes. (a) If a Lender so requests in writing, the Borrower’s obligation to repay the Loans of such Lender shall be evidenced by a single Note payable to the order of such Lender for the account of its Applicable Lending Office.

(b) Each Lender may, by notice to the Borrower and the Administrative Agent, request that the Borrower’s obligation to repay such Lender’s Loans of a particular Type or Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant Type or Class. Each reference in this Agreement to the “Note” of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require.

(c) Promptly after it receives any Lender’s Note pursuant to Article 3, the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that a Lender’s failure to make (or any error in making) any such recordation or endorsement shall not affect the Borrower’s obligations hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.

Section 2.14. Registry. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain a register (the “Register”) on which it will record the name and Commitment of each Lender, each Loan made by such Lender and each repayment of any Loan made by such Lender. With respect to

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any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and otherwise complies with Section 9.06(c). Upon receipt of a properly executed and delivered Assignment and Assumption Agreement referred to in Section 9.06(c), the Administrative Agent shall accept such Assignment and Assumption Agreement and record such assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender on the Register. The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitments and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of any Obligor under the Loan Documents.

Section 2.15. Regulation D Compensation. If and so long as a reserve requirement of the type described in the definition of “Euro-Dollar Reserve Percentage” is prescribed by the Board of Governors of the Federal Reserve System (or any successor), each Lender subject to such requirement may require the Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Euro-Dollar Loans, additional interest on such Euro-Dollar Loan at a rate per annum determined by such Lender up to but not exceeding the excess of (i) (A) the applicable London Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank Offered Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the Euro-Dollar Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three Euro-Dollar Business Days after such Lender gives such notice and (y) shall notify the Borrower at least five Euro-Dollar Business Days before each date on which interest is payable on the Euro-Dollar Loans of the amount then due it under this Section. It is understood that (x) no additional interest is payable under this Section in respect of Euro-Dollar Loans not paid when due and (y) amounts claimed by any Lender under this Section shall be based on an assumed level of reserves maintained by it which is consistent with such Lender’s good faith estimate of the actual level at which the related reserves are required to be maintained by it over time.

Section 2.16. Letters of Credit. (a) Commitment to Issue Letters of Credit. (i) Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date upon the request of the Borrower; provided that, immediately after each Letter of Credit is issued (i) the aggregate amount of the Revolving Outstandings shall not exceed the

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aggregate amount of the Revolving Commitments and (ii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $400,000,000. Upon the date of issuance by an Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments.

(ii) On the Closing Date, without further action by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each Existing Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments, all on the same terms and conditions as if such Existing Letters of Credit had been issued on the Closing Date pursuant to Section 2.16(a)(i).

(b) Method for Issuance; Terms; Extensions. (i) The Borrower shall give the Issuing Bank notice at least five Domestic Business Days (or such shorter notice as may be acceptable to the Issuing Bank in its discretion) prior to the requested issuance of a Letter of Credit specifying the date such Letter of Credit is to be issued, and describing the terms of such Letter of Credit and the nature of the transactions to be supported thereby (such notice, including any such notice given in connection with the extension of a Letter of Credit, a “Notice of Issuance”). Upon receipt of a Notice of Issuance, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Lender of the contents thereof and of the amount of such Lender’s participation in such Letter of Credit.

(ii) The issuance by the Issuing Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in Section 3.02, be subject to the conditions precedent that such Letter of Credit shall be in such form and contain such terms as shall be reasonably satisfactory to the Issuing Bank and that the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the Issuing Bank shall have reasonably requested. The Borrower shall also pay to the Issuing Bank for its own account issuance, drawing, amendment and extension charges in the amounts and at the times as agreed between the Borrower and the Issuing Bank.

(iii) The extension or renewal of any Letter of Credit shall be deemed to be an issuance of such Letter of Credit, and if any Letter of Credit contains a provision pursuant to which it is deemed to be extended

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unless notice of termination is given by the Issuing Bank, the Issuing Bank shall timely give such notice of termination unless it has theretofore timely received a Notice of Issuance and the other conditions to issuance of a Letter of Credit have also theretofore been met with respect to such extension. No Letter of Credit shall have a term of more than one year; provided that a Letter of Credit may contain a provision pursuant to which it is deemed to be extended on an annual basis unless notice of termination is given by the Issuing Bank; provided further that no Letter of Credit shall have a term extending or be so extendible beyond the Letter of Credit Termination Date.

(c) Payments; Reimbursement Obligations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Revolving Lender as to the amount to be paid as a result of such demand or drawing and the payment date. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse the Issuing Bank for any amounts paid by the Issuing Bank upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind.

(ii) All such amounts paid by the Issuing Bank and remaining unpaid by the Borrower (a “Reimbursement Obligation”) shall, if and to the extent that the amount of such Reimbursement Obligation would be permitted as a Borrowing pursuant to Section 3.02, and unless the Borrower otherwise instructs the Administrative Agent by not less than one Domestic Business Day’s prior notice, convert automatically to Revolving Base Rate Loans on the date such Reimbursement Obligation arises. The Administrative Agent shall, on behalf of the Borrower (which hereby irrevocably directs the Administrative Agent so to act on its behalf), give notice no later than 11:30 A.M. (New York City time) on such date requesting each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Base Rate Loan, in an amount equal to such Revolving Lender’s Revolving Credit Percentage of the Reimbursement Obligation with respect to which such notice relates. Each Revolving Lender shall make such Loan available to the Administrative Agent at its address specified in or pursuant to Section 9.01 in immediately available funds, not later than 1:00 P.M. (New York City time), on the date specified in such notice. The Administrative Agent shall pay the proceeds of such Revolving Loans to the Issuing Bank, which shall immediately apply such proceeds to repay the Reimbursement Obligation. All amounts not so repaid shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the rate applicable to Revolving Base Rate Loans for such day.

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(iii) To the extent the Reimbursement Obligation is not refunded by a Revolving Lender pursuant to clause (ii) above, such Revolving Lender will pay to the Administrative Agent, for the account of the Issuing Bank, immediately upon the Issuing Bank’s demand at any time during the period commencing after such Reimbursement Obligation arises until reimbursement therefor in full by the Borrower, an amount equal to such Revolving Lender’s ratable share of such Reimbursement Obligation (in proportion to its participation therein), together with interest on such amount for each day from the date of the Issuing Bank’s demand for such payment (or, if such demand is made after 1:00 P.M. (New York City time) on such date, from the next succeeding Domestic Business Day) to the date of payment by such Lender of such amount at a rate of interest per annum equal to the Federal Funds Rate for the first three Domestic Business Days after the date of such demand and thereafter at a rate per annum equal to the Base Rate for each additional day. The Issuing Bank will pay to each Revolving Lender ratably all amounts received from the Borrower for application in payment of its Reimbursement Obligations in respect of any Letter of Credit, but only to the extent such Revolving Lender has made payment to the Issuing Bank in respect of such Letter of Credit pursuant hereto; provided that in the event such payment received by the Issuing Bank is required to be returned, such Revolving Lender will return to the Issuing Bank any portion thereof previously distributed to it by the Issuing Bank.

(d) Obligations Absolute. The obligations of the Borrower and each Revolving Lender under subsection (c) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any Letter of Credit or any document related hereto or thereto;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of this Agreement or any Letter of Credit or any document related hereto or thereto;

(iii) the use which may be made of the Letter of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting);

(iv) the existence of any claim, set-off, defense or other rights that the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;

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(v) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or

(vi) any other act or omission to act or delay of any kind by any Lender (including the Issuing Bank), the Administrative Agent or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection (vi), constitute a legal or equitable discharge of or defense to the Borrower’s or the Lender’s obligations hereunder.

(e) Indemnification; Expenses. (i) Borrower hereby indemnifies and holds harmless each Revolving Lender (including each Issuing Bank) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.16.

(ii) None of the Revolving Lenders (including an Issuing Bank) nor the Administrative Agent nor any of their officers or directors or employees or agents shall be liable or responsible, by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit, including without limitation any of the circumstances enumerated in subsection (d) above; provided that the Borrower shall not be required to indemnify any Lender, or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses, to the extent found by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person; and provided further that, notwithstanding Section 2.16(d), the Borrower and each Lender shall have a claim for direct (but not consequential) damage suffered by it, to the extent found by a court of competent jurisdiction to have been caused by (x) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuing Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of the Letter of Credit.

(iii) Nothing in this subsection (e) is intended to limit the obligations of the Borrower under any other provision of this Agreement. To the extent the Borrower does not indemnify an Issuing Bank as required by this subsection, the Revolving Lenders agree to do so ratably in accordance with their Revolving Commitments.

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Section 2.17. Swing Loans. (a) Swing Loan Commitment. During the Swing Credit Period, so long as no Stop Issuance Notice is in effect, the Swing Loan Lender agrees, on the terms and conditions set forth in this Agreement, to make Swing Loans to the Borrower pursuant to this subsection from time to time in amounts such that at any time (i) the aggregate principal amount of Swing Loans outstanding at such time does not exceed the Swing Loan Commitment and (ii) the aggregate amount of Revolving Outstandings at such time does not exceed the aggregate amount of the Revolving Commitments at such time. Each Borrowing under this Section shall be in a principal amount of $1,000,000 or any larger multiple of $500,000 (except that any such Borrowing may be in the amount of the Swing Loan Commitment available in accordance with the immediately preceding sentence). Within the foregoing limits, the Borrower may borrow under this subsection, prepay Swing Loans and reborrow at any time during the Swing Credit Period under this subsection.

(b) Swing Loan Borrowing Procedure. The Borrower shall give the Swing Loan Lender notice (a “Notice of Swing Loan Borrowing”), not later than 12:00 Noon (New York City time) on the date of each Swing Loan Borrowing, specifying the amount and the date of such Borrowing, which shall be a Euro-Dollar Business Day. Not later than 2:00 P.M. (New York City time) on the date of each Swing Loan Borrowing, the Swing Loan Lender shall, unless it determines that any applicable condition specified in Article 3 has not been satisfied, make available the amount of such Swing Loan Borrowing, in Federal or other funds immediately available in New York City, to the Borrower at the Swing Loan Lender’s address specified in or pursuant to Section 9.01.

(c) Interest. Each Swing Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for Revolving Euro-Dollar Loans for such day plus the New York Interbank Offered Rate applicable to such Interest Period. Interest for each Interest Period shall be payable on the last day thereof. Any overdue principal of or interest on any Swing Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of the Applicable Margin for Revolving Base Rate Loans for such day plus the Base Rate for such day.

The “New York Interbank Offered Rate” applicable to any Interest Period means the rate per annum at which deposits in Dollars are offered to the Swing Loan Lender in the New York interbank market at approximately 12:00 Noon (New York City time) on the first day of such Interest Period in an amount approximately equal to the principal amount of the Swing Loan to which such Interest Period is to apply and for a period of time comparable to such Interest Period.

(d) Optional Prepayment. The Borrower may prepay the Swing Loans in whole at any time, or from time to time in part in a principal amount of at least

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$1,000,000, by giving notice of such prepayment to the Swing Loan Lender not later than 1:00 P.M. (New York City time) on the date of prepayment and paying the principal amount to be prepaid, together with accrued interest thereon to the date of prepayment, to the Swing Loan Lender.

(e) Mandatory Prepayment. On the date of each Revolving Borrowing pursuant to Section 2.01, the Administrative Agent shall apply the proceeds thereof to prepay all Swing Loans then outstanding, together with interest accrued thereon to the date of prepayment.

(f) Payments. All payments to the Swing Loan Lender under this Section 2.17 shall be made to it at its address specified in or pursuant to Section 9.01, in Federal or other funds immediately available in New York City, not later than 2:00 P.M. (New York City time) on the date of payment.

(g) Refunding Unpaid Swing Loans. If (x) the Swing Loans are not paid in full on their Maturity Date, (y) the Swing Loans become immediately due and payable pursuant to Article 6, or (z) the Swing Loan Lender (in its discretion) elects to exercise its rights under this subsection (g), the Administrative Agent shall (if requested to do so by the Swing Loan Lender), by notice to the Revolving Lenders (including the Swing Loan Lender, in its capacity as a Revolving Lender), require each Revolving Lender to pay to the Administrative Agent for the account of the Swing Loan Lender an amount equal to such Revolving Lender’s Revolving Credit Percentage of the aggregate unpaid principal amount of the Swing Loans then outstanding. Such notice shall specify the date on which such payments are to be made, which shall be the first Domestic Business Day after such notice is given. Not later than 12:00 Noon (New York City time) on the date so specified, each Revolving Lender shall pay the amount so notified to it to the Administrative Agent at its address specified in or pursuant to Section 9.01, in Federal or other funds immediately available in New York City. Promptly upon receipt thereof, the Administrative Agent shall remit such amounts to the Swing Loan Lender. The amount so paid by each Revolving Lender shall constitute a Revolving Base Rate Loan to the Borrower and shall be applied by the Swing Loan Lender to repay the outstanding Swing Loans.

(h) Purchase of Participations in Swing Loans. If at the time Revolving Loans would have otherwise been made pursuant to Section 2.17(g), one of the events described in Section 6.01(h) or 6.01(i) with respect to the Borrower shall have occurred and be continuing or the Revolving Commitments shall have terminated, each Revolving Lender shall, on the date such Revolving Loans would have been made pursuant to the notice referred to in Section 2.17(g) (the “Refunding Date”), purchase an undivided participating interest in the relevant Swing Loan in an amount equal to such Revolving Lender’s Revolving Credit Percentage of the principal amount of such Swing Loan. On the Refunding Date, each Revolving Lender shall transfer to the Swing Loan Lender, in immediately available funds, such amount.

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(i) Payments on Participated Swing Loans. Whenever, at any time after the Swing Loan Lender has received from any Revolving Lender such Revolving Lender’s payment pursuant to Section 2.17(h), the Swing Loan Lender receives any payment on account of the Swing Loan in which the Revolving Lenders have purchased participations pursuant to Section 2.17(h), the Swing Loan Lender will promptly distribute to each such Revolving Lender its ratable share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided that in the event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Lender will return to the Swing Loan Lender any portion thereof previously distributed to it by the Swing Loan Lender.

(j) Obligations to Refund or Purchase Participations in Swing Loans Absolute. Each Revolving Lender’s obligation to transfer the amount of a Revolving Loan to the Swing Loan Lender as provided in Section 2.17(g) or to purchase a participating interest pursuant to Section 2.17(h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender, the Borrower or any other Person may have against the Swing Loan Lender or any other Person, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction of any Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement by the Borrower, any other Lender or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Section 2.18. Stop Issuance Notice. If the Required Banks determine at any time that the conditions set forth in Section 3.02 would not be satisfied in respect of a Revolving Borrowing at such time, then the Required Banks may request that the Administrative Agent issue a “Stop Issuance Notice”, and the Administrative Agent shall issue such notice to the Swing Loan Lender and to each Issuing Bank. Such Stop Issuance Notice shall be withdrawn upon a determination by the Required Banks that the circumstances giving rise thereto no longer exist. No Swing Loan shall be made and no Letter of Credit shall be issued while a Stop Issuance Notice is in effect. The Required Banks may request issuance of a Stop Issuance Notice only if there is a reasonable basis therefor, and shall consider reasonably and in good faith a request from the Borrower for withdrawal of the same on the basis that the conditions in Section 3.02 are satisfied; provided that the Administrative Agent, the Swing Loan Lender and the Issuing Banks may and shall conclusively rely on any Stop Issuance Notice while it remains in effect.

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ARTICLE 3

CONDITIONS

Section 3.01. Initial Borrowing. The obligation of any Lender to make a Loan on the occasion of the initial Borrowing hereunder is subject to the satisfaction of the following conditions:

(a) The LCR Acquisition shall have been, or shall substantially simultaneously with such Borrowing be, consummated in accordance with the LCR Acquisition Documents, without waiver or amendment of any material provision thereof without the consent of the Administrative Agent.

(b) The Existing Credit Agreement shall have been terminated, and all principal amounts outstanding thereunder together with accrued interest and fees shall have been paid.

(c) Substantially simultaneously with the consummation of the LCR Acquisition, all outstanding Debt of LCR (excluding Debt of LCR listed on Schedule 3.01(c)) shall have been paid, together with accrued interest and fees thereon, and any credit facilities under which such Debt was outstanding shall have terminated and any Liens securing the same shall have been released.

(d) The Administrative Agent shall have received duly executed counterparts of the Subsidiary Guarantee and the Collateral Documents listed in Schedule 1.01, together with all such further agreements, instruments, financing statements or other documents as the Administrative Agent may reasonably require to give effect to the foregoing.

(e) Substantially simultaneously with the consummation of the LCR Acquisition, LCR and each of its Subsidiaries shall be parties to the Subsidiary Guarantee and the Security Agreement, and all equity interests in LCR and its Subsidiaries shall be Collateral thereunder subject to no limitations except those generally applicable to equity interests in Subsidiaries of the Borrower.

(f) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion, and addressed to the Lenders, of (i) Baker Botts L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) Gerald A. O’Brien, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to Davis Polk & Wardwell, special counsel for the Administrative Agent.

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(g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Loan Documents and the transactions contemplated thereby and any other legal matters relating to the foregoing, all in form and substance reasonably satisfactory to the Administrative Agent.

(h) The Administrative Agent shall have received counterparts of this Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of each party hereto.

(i) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

Section 3.02. All Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) the fact that the Closing Date shall have occurred on or before August 18, 2006;

(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, receipt by the Issuing Bank of a Notice of Issuance as required by Section 2.16(b) or receipt by the Swing Loan Lender of a Notice of Swing Loan Borrowing as required by Section 2.17(b), as the case may be;

(c) the fact that, immediately before and after such Borrowing or issuance, no Default shall exist; and

(d) the fact that the representations and warranties of the Obligors contained in the Loan Documents (except, in the case of any Borrowing or issuance subsequent to the Closing Date, the representations and warranties contained in Section 4.09(b) and Section 4.11) shall be true in all material respects on and as of the date of such Borrowing or issuance.

Each Borrowing and each issuance or extension of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(c) and 3.02(d).

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

Section 4.01. Corporate Existence and Power. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all governmental licenses, consents, authorizations and approvals required to carry on its business as now conducted, except where the failure to have such licenses, consents, authorizations and approvals could not reasonably be expected to have a Material Adverse Effect.

Section 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party are within its corporate or other company powers, as the case may be, have been duly authorized by all necessary corporate or other company action, as the case may be, require no action by or in respect of, or filing with, any governmental body, agency or official (other than the filing of appropriate UCC financing statements, mortgages or similar instruments pursuant to the Collateral Documents) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation, by-laws or other constitutive documents of such Obligor or of any agreement or instrument governing Material Debt or any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created under the Collateral Documents).

Section 4.03. Binding Effect; Liens Enforceable. (a) Each Loan Document (other than the Notes) constitutes a legal, valid and binding agreement of each Obligor party thereto, and each Note, when executed and delivered in accordance with this Agreement, will constitute a legal, valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (which principles may include implied duties of good faith and fair dealing).

(b) The Collateral Documents create valid security interests or mortgage liens in the Collateral purported to be covered thereby, which security interests or mortgage liens are and will remain perfected security interests or mortgage liens prior to all other Liens other than Permitted Liens. Each of the representations and warranties made by each Obligor in the Collateral Documents to which it is a party is true and correct in all material respects.

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Section 4.04. Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2005 and the related consolidated statements of income and retained earnings and of cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Year.

(b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2006 and the related consolidated statements of income and retained earnings and of cash flows for the Fiscal Quarter then ended, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Quarter, subject to normal year-end adjustments.

(c) The audited balance sheet of Equistar as of December 31, 2005, and the related statements of income, partners’ capital and cash flows for the fiscal year of Equistar then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the financial position of Equistar as of such date and its results of operations and cash flows for such fiscal year.

(d) The unaudited balance sheet of Equistar as of March 31, 2006, and the related statements of income, partners’ capital and cash flows for the fiscal quarter of Equistar then ended, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the financial position of Equistar as of such date and its results of operations and cash flows for such fiscal quarter, subject to normal year-end adjustments.

(e) The audited balance sheet of LCR as of December 31, 2005, and the related statements of income, members’ equity and cash flows for the fiscal year of LCR then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the financial position of LCR as of such date and its results of operations and cash flows for such fiscal year.

(f) Since December 31, 2005, there has been no material adverse change in the business, financial condition, assets, results of operations or liabilities of the Non-JV Group (after giving effect to the LCR Acquisition) considered as a whole.

Section 4.05. Litigation. There is no action, suit or proceeding (including any action, suit or proceeding arising out of any Environmental Law) pending

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against, or to the Borrower’s knowledge threatened against or affecting, the Borrower or any Subsidiary (including, for purposes of this Section, the Borrower Joint Ventures) before any court or arbitrator or any governmental body, agency or official which could reasonably be expected to have a Material Adverse Effect, or which in any manner draws into question the validity or enforceability of any Loan Document.

Section 4.06. Compliance with Laws. (a) Each of the Borrower and its Subsidiaries (including, for purposes of this Section, the Borrower Joint Ventures) is in compliance in all material respects with all laws, regulations and orders of any governmental authority applicable to it or its property (including Environmental Laws), except for those failures to comply that could not reasonably be expected to have a Material Adverse Effect.

(b) Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance (except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect) with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. Except as reflected in the PBGC Settlement Agreement, no member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.

Section 4.07. Environmental Matters. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including the costs of complying with Environmental Laws, could not reasonably be expected to have a Material Adverse Effect.

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Section 4.08. Taxes. The Borrower and its Subsidiaries (including, for purposes of this Section, the Borrower Joint Ventures) have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid or accrued all taxes shown to be due such returns or on any assessment received by the Borrower or any Subsidiary and required to be paid or accrued by it, except to the extent that any such taxes are being contested in good faith by appropriate proceedings.

Section 4.09. Subsidiaries. (a) Each of the Borrower’s Significant Subsidiaries (including, for purposes of this Section, the Borrower Joint Ventures) is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and has the constitutive powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have such licenses, consents, authorizations and approvals could not reasonably be expected to have a Material Adverse Effect. The Borrower has no Significant Subsidiaries which are not either Foreign Subsidiaries, JV Subsidiaries or, subject to Section 5.18(d)(v), Subsidiary Guarantors.

(b) Schedule 4.09 sets forth a correct list of each Subsidiary (including each Borrower Joint Venture) of the Borrower as of the Closing Date, separately identifying Significant Subsidiaries, Foreign Subsidiaries and JV Subsidiaries.

Section 4.10. No Regulatory Restrictions on Borrowing. No Obligor is (i) an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) otherwise subject to any regulatory scheme (other than Regulation U) which restricts its ability to incur or guarantee debt.

Section 4.11. Full Disclosure. The financial and other information set forth in Borrower’s Form 10-K for the fiscal year ended December 31, 2005 and Form 10-Q for the fiscal quarter ended March 31, 2006 does not contain on the date hereof any material misstatement of fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent any such information was based on or constituted a forecast or projection, the Borrower represents that it acted in good faith and utilized information available to it at the time such forecast or projection was prepared and assumptions believed by it to be reasonable in light of the then current and foreseeable business conditions of the Borrower and its Subsidiaries.

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ARTICLE 5

COVENANTS

The Borrower agrees that, so long as any Lender has any Commitment hereunder or any amount payable under any Note or any Letter of Credit Liability remains unpaid:

Section 5.01. Information. The Borrower will furnish to the Administrative Agent, for each of the Lenders:

(a) as soon as available and in any event within 85 days after the end of each Fiscal Year, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income and retained earnings and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on without material qualification by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Quarter, the related consolidated statement of income for such Fiscal Quarter and the related consolidated statements of income and cash flows for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in the case of each such statement of income and of cash flows in comparative form the figures for the corresponding period in the previous Fiscal Year, all certified (subject to normal year-end adjustments) as to fairness of presentation and consistency with GAAP by the Borrower’s chief financial officer or chief accounting officer;

(c) as soon as available and in any even within 85 days after the end of each Fiscal Year, Borrower Financial Statements for such Fiscal Year, setting forth in comparative form the figures for the previous Fiscal Year, all certified (subject to normal year-end adjustments) as to fairness of presentation and derivation from financial statements prepared consistently with GAAP by the Borrower’s chief financial officer or chief accounting officer;

(d) as soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, Borrower Financial Statements for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in the case of each statement of income and of cash flows in comparative form the figures for the corresponding period in the previous Fiscal Year, all certified (subject to

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normal year-end adjustments) as to fairness of presentation and derivation from financial statements prepared consistently with GAAP by the Borrower’s chief financial officer or chief accounting officer;

(e) simultaneously with the delivery of each set of financial statements referred to in clauses 5.01(c) and 5.01(d) above, a certificate of the Borrower’s chief financial officer or chief accounting officer (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.09 to 5.12, inclusive, on the date of such financial statements and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(f) simultaneously with the delivery of each set of financial statements referred to in clause 5.01(a) above, a statement of the firm of independent public accountants which reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (ii) confirming the calculations set forth in the officer’s certificate delivered pursuant to clause 5.01(e) above;

(g) within five Domestic Business Days after any Responsible Officer obtains knowledge of any Default, if such Default is then continuing, a certificate of the Borrower’s chief financial officer or chief accounting officer setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(h) promptly after the mailing thereof to the Borrower’s stockholders generally, copies of all financial statements, reports and proxy statements so mailed;

(i) promptly after the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) filed by the Borrower with the SEC;

(j) promptly after any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or

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has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or makes any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the Borrower’s chief financial officer or chief accounting officer setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(k) as soon as reasonably practicable after any Responsible Officer obtains knowledge of the commencement of an action, suit or proceeding against the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable likelihood of an adverse decision which could have a Material Adverse Effect or which in any manner questions the validity of the Loan Documents, a certificate of a senior financial officer of the Borrower setting forth the nature of such pending or threatened action, suit or proceeding and such additional information with respect thereto as may be reasonably requested by any Lender;

(l) promptly, upon receipt of any complaint, order, citation, notice or other written communication from any Person with respect to, or upon a Responsible Officer’s obtaining knowledge of, (i) the existence of a violation of any applicable Environmental Law or any Environmental Liability in connection with any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries, (ii) any Release on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law, in each case which could reasonably be expected to have a Material Adverse Effect;

(m) from time to time such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; and

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(n) as promptly as possible (and in any event within 30 days) after the Closing Date, (i) the unaudited pro forma condensed combined balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2006 and the related unaudited pro forma condensed combined statement of income for the six months then ended, fairly presenting in all material respects the pro forma condensed combined financial position of the Borrower and its Consolidated Subsidiaries as of such date and their pro forma condensed combined results of operations for such period, as if the LCR Acquisition had been consummated on such date (in the case of such pro forma balance sheet) or on January 1, 2005 (in the case of such pro forma statement of income) and (ii) the unaudited pro forma condensed combined statement of income of the Borrower and its Consolidated Subsidiaries for the Fiscal Year ended December 31, 2005, fairly presenting in all material respects the pro forma condensed combined results of operations of the Borrower and its Consolidated Subsidiaries for such Fiscal year, as if the LCR Acquisition had been consummated on the first day of such Fiscal Year.

Information required to be delivered pursuant to Sections 5.01(a), 5.01(b), 5.01(h) and 5.01(i) above shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at the website address listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 5.01(e) and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a), 5.01(b), 5.01(h) or 5.01(i) to any Lender which requests such delivery.

Section 5.02. Payment of Obligations. The Borrower will pay and discharge, and will cause each Subsidiary to pay and discharge, at or before delinquency, all material taxes, assessments and governmental charges or levies imposed upon it or its income or profits or in respect of its property, except where the same are contested in good faith by appropriate proceedings.

Section 5.03. Maintenance of Property; Insurance. (a) The Borrower will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, provided that no item of property need be so kept if the failure to keep it so individually or in the aggregate with all other items not so kept by the Borrower and its Subsidiaries could not reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will maintain, and will cause each of its Subsidiaries to maintain (either in the Borrower’s name or in such Subsidiary’s own name) insurance on all their respective properties consistent with the insurance maintained on the date hereof or otherwise in at least such amounts (with no materially greater risk retention) and against at least such risks as are usually maintained, retained or insured against in the same general area by companies of established repute owning similar properties in such area and engaged in the same or a similar business, in either case, to the extent available to the Borrower and its Subsidiaries on commercially reasonable terms. The Borrower will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

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Section 5.04. Conduct of Business and Maintenance of Existence. The Borrower and its Subsidiaries will continue to engage in business of the same general type as now conducted by the Borrower and its Subsidiaries. Subject to Section 5.07, the Borrower and its Subsidiaries will maintain their respective corporate or other company existences and their respective rights, privileges and franchises, except to the extent that the failure to maintain those rights, privileges and franchises, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.05. Compliance with Laws. The Borrower will comply, and will cause each Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.06. Inspection of Property, Books and Records. The Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account; and will permit, and will cause each Subsidiary to permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants, all at such reasonable times and as often as may reasonably be requested.

Section 5.07. Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist, or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons. Prior to the Investment Grade Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the consideration therefor is not less than the fair market value of the related asset (or in the case of leases, fair market rates) (as determined in good faith by the chief financial officer of the Borrower) and (ii) the consideration therefor

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consists solely of cash or cash equivalents and notes and equity securities, such notes and equity securities having an aggregate value not to exceed 15% of the aggregate amount of consideration received by the Borrower and its Subsidiaries with respect to such Asset Sale; provided that this provision shall not apply to a Major Asset Sale effected in accordance with Section 5.20; and provided further that an LCR Asset Sale may not be consummated unless the LCR Compliance Test is satisfied.

Section 5.08. Use of Proceeds. The proceeds of the Loans will be used by the Borrower for general corporate purposes, including, without limitation, working capital purposes. None of the proceeds of the Loans will be used, in violation of any applicable law or regulation, including without limitation of Regulation U.

Section 5.09. Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a) Liens existing on the Closing Date securing Debt in an aggregate principal amount not exceeding $75,000,000;

(b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing, or improving such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction or improvement thereof;

(d) any Lien existing on any asset prior to the acquisition thereof by merger or otherwise by the Borrower or a Subsidiary and not created in contemplation of such acquisition;

(e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (except by the amount of any costs associated with such refinancing, extension, renewal or refunding) and is not secured by any additional assets;

(f) Liens to secure a Debt owing to the Borrower or a Subsidiary Guarantor;

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(g) Liens created under the Collateral Documents; provided that the aggregate principal amount of Senior Notes secured thereunder at any time outstanding (exclusive of Senior Notes excluded in the determination of Senior Secured Debt) shall not exceed $3,500,000,000 plus the principal amount of any Senior Notes issued to pay premiums or transaction costs incurred in connection with the refinancing of Senior Notes;

(h) Ordinary Course Liens;

(i) [Reserved];

(j) Liens not otherwise permitted by this Section securing Debt in an aggregate principal amount at no time exceeding (x) $75,000,000 less (y) the aggregate outstanding principal amount of Debt of Subsidiaries permitted solely by clause 5.10(g) at such time and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by clause 5.20(c); and

(k) Liens on TDI Assets (i) securing Debt in an aggregate principal amount not exceeding $100,000,000 that is incurred or assumed for the purpose of improving the Rhodia TDI Plant, or (ii) arising pursuant to a sublicense of the TDI License by the Borrower (or a Subsidiary that is party to the TDI License) to the Borrower Joint Venture (or special purpose Subsidiary of Rhodia or the Borrower) that owns the Rhodia TDI Plant; and

(l) Asset Sale Liens.

Section 5.10. Limitation on Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt except:

(a) Debt under the Loan Documents;

(b) the Debt of such Subsidiary outstanding on the Closing Date and listed on Schedule 5.10; and refinancings thereof provided that the principal amount thereof is not increased beyond the amount outstanding thereunder on the date hereof and the amount of any refinancing costs;

(c) Debt secured by Liens permitted by Section 5.09;

(d) intercompany Debt of an Obligor owing to an Obligor, or of any Subsidiary which is not an Obligor owing to the Borrower or any other Subsidiary, or of any Obligor owing to any Subsidiary which is not an Obligor if such Debt is expressly subordinated to the prior payment in full in cash of all amounts payable by such Obligor under the Loan Documents;

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(e) Debt of a Subsidiary Guarantor consisting of a Guarantee of a Debt Incurrence by the Borrower; provided that if such Debt Incurrence involves the issuance of Senior Subordinated Notes, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the Senior Subordinated Notes;

(f) Debt of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000; and

(g) Debt of Subsidiaries not otherwise permitted by this Section incurred after the Closing Date in an aggregate principal amount at any time outstanding not to exceed (x) $75,000,000 less (y) the aggregate outstanding principal amount of Debt secured by Liens permitted solely by clause 5.09(j) at such time and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by clause 5.20(c) at such time;

provided that, notwithstanding the foregoing, the Borrower will not permit any JV Subsidiary which is not a Subsidiary Guarantor to incur or at any time be liable with respect to any Debt, other than obligations of such JV Subsidiary in respect of the Borrower Joint Venture in which it holds an equity interest and arising by reason of such JV Subsidiary’s ownership of such equity interest.

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

Period	Ratio
June 30, 2006 – September 29, 2006	3.00
On and after September 30, 2006	2.75

Section 5.12. Interest Coverage Ratio. At the end of each Fiscal Quarter ending during each period set forth below, the Interest Coverage Ratio will not be less than the ratio set forth below opposite such period:

Period	Ratio
On and after July 1, 2006	2.75

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Section 5.13. [Reserved].

Section 5.14. Restricted Payments; Optional Prepayments. (a) Neither the Borrower nor any Subsidiary will declare or make any Restricted Payment; provided that (i) so long as at the time no Default shall exist, the Borrower may pay regular quarterly dividends on its common stock at a rate not exceeding $0.225 per share per quarter (adjusted to reflect any stock split, stock dividend, stock combination or similar transaction subsequent to the date hereof) and (ii) the Borrower may pay any such dividend within 60 days of declaration thereof if no Default existed at the date of such declaration.

(b) Neither the Borrower nor any Subsidiary will optionally prepay, redeem, purchase, acquire or make any other principal payment in respect of any Debt, including any refinancing thereof, other than (i) the Loans, (ii) Working Capital Facilities, (iii) intercompany Debt, (iv) Senior Notes maturing prior to the Revolving Credit Termination Date, and (v) notes issued under the Senior Subordinated Indenture, but in the case of such notes, (x) only with Net Cash Proceeds from the issuance of unsecured notes and (y) only if on or prior to the date thereof the notes issued under the Series A Senior Secured Notes Indenture and the Series C Senior Secured Notes Indenture shall have been redeemed in full; provided that the Borrower or a Subsidiary may so optionally prepay, redeem, repurchase, acquire or make a principal payment in respect of any Debt, if immediately after giving effect to such optional prepayment, redemption, repurchase, acquisition or principal payment, the Compliance Test would be satisfied.

Section 5.15. Investments; Business Acquisitions. Neither the Borrower nor any Subsidiary will make or acquire any Investment in any Person or make any Business Acquisition other than:

(a) Investments in the Borrower and its Subsidiaries;

(b) Investments in Borrower Joint Ventures (including any such Investments that would constitute a Business Acquisition) to the extent permitted by Section 5.22;

(c) Temporary Cash Investments;

(d) employee Loans and advances for travel, entertainment, relocation and other ordinary business expenses;

(e) Business Acquisitions (other than Investments in Borrower Joint Ventures) made after the Closing Date, if immediately after the consummation of such Business Acquisition, (i) the aggregate cash consideration for Business Acquisitions permitted by this clause (i) does not exceed $50,000,000 or (ii) the Compliance Test would be satisfied;

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(f) Investments consisting of notes and equity securities received as consideration for Asset Sales, to the extent permitted by the last sentence of Section 5.07; and

(g) Investments (other than Investments in Borrower Joint Ventures) made after the Closing Date if, immediately after such Investment is made or acquired (i) the aggregate net book value of all Investments permitted by this clause (i) does not exceed $50,000,000, or (ii) the Compliance Test would be satisfied.

For avoidance of doubt, if the Borrower makes a Business Acquisition with the intention, promptly executed, that the assets so acquired be contributed to a Borrower Joint Venture, such transaction is an Investment permitted by Section 5.15(b), subject to the limitations specified in Section 5.22, and is not to be included in computations of compliance with Section 5.15(e) or (g).

Section 5.16. Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, (i) pay any funds to or for the account of any Affiliate, (ii) make any investment in any Affiliate (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise), (iii) lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to any Affiliate, or (iv) participate in, or effect, any transaction with any Affiliate, except on a basis no less favorable to the Company and its Subsidiaries than could be obtained on an arms-length basis; provided that the foregoing provisions of this Section shall not prohibit (i) any Restricted Payment permitted by Section 5.14, (ii) any Subsidiary from declaring or paying any lawful dividend or other payment ratably in respect of all its capital stock of the relevant class, or (iii) the Borrower from issuing shares of its common stock upon conversion of Millennium’s 4.000% Convertible Debentures due 2023. It is understood that the agreements set forth in Schedule 5.17 do not contravene this Section.

Section 5.17. Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries will enter into, or suffer to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Debt owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the

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following shall be permitted: (i) the Loan Documents; (ii) the agreements governing (x) the Debt of the Borrower and its Subsidiaries outstanding on the Closing Date or (y) Securitization Transactions entered into by the Borrower and its Subsidiaries prior to the Closing Date, in each case as in effect on the Closing Date (the “Existing Restrictions”) and the agreements governing Debt or Securitization Transactions incurred or entered into after the Closing Date and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; (iv) agreements with respect to Debt secured by Liens permitted under Section 5.09(b) through (e) containing restrictions on the ability to transfer or grant Liens on the assets securing such Debt; (v) customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations No Less Favorable than those contained in the instruments governing the Senior Notes or the Senior Subordinated Notes as in effect on the Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; and (ix) customary limitations on the activities of a Special Purpose Subsidiary; and (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, (y) clauses (c), (d) and (e) shall be inapplicable to any Subject Assets Transferee and (z) from and after the Investment Grade Date, clause (d) shall be inapplicable to the Borrower or any other Subsidiary.

Section 5.18. Further Assurances. (a) The Borrower will, and will cause each other Obligor to, at the Borrower’s sole cost and expense, do, execute, acknowledge and deliver all such further acts, deeds, conveyances, mortgages, assignments, notices of assignment and transfers as the Administrative Agent shall from time to time request, which may be necessary in the reasonable judgment of the Administrative Agent from time to time to assure, perfect, convey, assign and transfer to the Administrative Agent the property and rights conveyed or assigned pursuant to the Collateral Documents.

(b) All costs and expenses in connection with the grant of any security interests under the Collateral Documents, including without limitation reasonable

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legal fees and other reasonable costs and expenses in connection with the granting, perfecting and maintenance of any security interests under the Collateral Documents or the preparation, execution, delivery, recordation or filing of documents and any other acts as the Administrative Agent may reasonably request in connection with the grant of such security interests shall be paid by the Borrower promptly upon demand.

(c) The Borrower will not, and will not permit any of its Subsidiaries (other than a Foreign Subsidiary) to, enter into or become subject to any agreement which would impair their ability to comply, or which would purport to prohibit them from complying, with the provisions of this Section.

(d) The Borrower will:

(i) cause (A) each Person which becomes a Significant Subsidiary (excluding any Borrower Joint Venture, JV Subsidiary, Foreign Subsidiary, Special Purpose Subsidiary, or Subject Assets Transferee) after the Closing Date, and (B) each Person (whether or not a Significant Subsidiary, but excluding Lyondell General Methanol Company and Lyondell Limited Methanol Company) which grants or is required to grant any security interest pursuant to the Loan Documents, to become a party to the Subsidiary Guarantee as guarantor by executing a supplement thereto in the form contemplated thereby; provided that for so long as they are prohibited from providing such guarantees pursuant to joint venture arrangements with third parties in existence on the Closing Date, the POJV Subsidiaries shall not be required to comply with this clause (i);

(ii) maintain, directly or indirectly through one or more Subsidiaries ownership interests in Equistar not less than those held by it at the date hereof (subject to the admission of additional partners or members, as the case may be, so long as the product of (I) the EBITDA of such Borrower Joint Venture, calculated on a pro forma basis (without credit for anticipated expense reductions or similar synergies) for its then most recent fiscal year for which financial statements are available multiplied by (II) the percentage representing the Borrower’s direct and indirect ownership in such Borrower Joint Venture (the “EBITDA Product”), calculated after giving effect to such admission of any additional partner or member, is not less than the EBITDA Product calculated before giving effect to such admission);

(iii) cause (A) each JV Subsidiary, (B) each Subsidiary or combination of Subsidiaries that acquires all or substantially all of the assets of any Personal Property Pledgor, (C) each Significant Subsidiary and (D) each Subsidiary that directly owns an equity interest in a Significant Subsidiary to become a party to the Security Agreement as grantor by executing a supplement thereto in the form contemplated

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thereby in order to grant perfected first priority security interests (subject to Permitted Liens) upon its personal property assets to secure its Secured Guarantee (as defined in the Security Agreement) and the Additional Secured Obligations;

(iv) pledge, or cause to be pledged, pursuant to the Pledge Agreement, or the Security Agreement, as the case may be, (A) in the case of the Borrower, all the capital stock or other equity interests of any Subsidiary or Borrower Joint Venture owned directly by the Borrower and (B) in the case of any Subsidiary which is the direct or indirect owner of any equity interest in a JV Subsidiary, all such direct or indirect equity interests owned by it; provided that (w) no Foreign Subsidiary, Borrower Joint Venture, Special Purpose Subsidiary or Subject Assets Transferee shall be subject to the requirements of clause (iv)(B), (x) such pledge shall be limited, in the case of voting stock or other voting equity interests of any Foreign Subsidiary or Foreign Subsidiary Holding Company, to 65% of such voting stock or other voting equity interests, (y) such pledge shall be limited, in the case of pledged equity interests in (m) POSM, (n) PO JV, LP, (o) Technology JV, LP, and (p) (to the extent required by the related joint venture arrangements) any Future Joint Venture, to the right to receive distributions in respect of such equity interests (and proceeds of such right) and (z) none of the POJV Subsidiaries shall be required to pledge additional Collateral for so long as they are prohibited from providing such Collateral pursuant to joint venture arrangements with third parties in existence on the Closing Date;

(v) take, and cause the appropriate Subsidiaries to take, such actions as may be necessary or desirable to effect the steps required by the foregoing paragraphs (i), (ii), (iii) and (iv) as soon as practicable and in any event within 10 Domestic Business Days after the day on which the Borrower is required to deliver financial statements pursuant to Section 5.01(a) and 5.01(b) with respect to the Fiscal Quarter during which the event requiring such steps occurs, including without limitation (x) executing and delivering, or causing the appropriate Subsidiaries to execute and deliver, to the Administrative Agent such number of copies as the Administrative Agent may specify of such supplements and other documents and (y) delivering, or causing such Subsidiaries to deliver, such certificates, evidences of corporate action, legal opinions or other documents as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, relating to the satisfaction of the Borrower’s obligations under this Section; and

(vi) within 30 days after the Closing Date (or such longer period as may be approved by the Administrative Agent) cause LCR and each of its then existing Subsidiaries to execute and deliver and cause to be duly recorded, such mortgages, deeds of trust and other documents as

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may be necessary or as the Administrative Agent may reasonably request in order to create and perfect a first priority Lien, subject only to Permitted Liens, securing the obligations secured by the other Collateral Documents on all material real property of such Persons, and to deliver such title insurance certificates and endorsements, opinions of counsel, certificates, evidence of corporate action and other evidence of compliance herewith as the Administrative Agent may reasonably request.

Section 5.19. Restrictions on Borrower Joint Ventures. The Borrower shall use its best efforts, including, without limitation, by voting (through the JV Subsidiaries) its indirect interest in any Borrower Joint Venture at any meetings of the respective governing bodies of such Borrower Joint Venture, to:

(a) maintain without material change the cash distribution policy of Equistar as stated in the Equistar Partnership Agreement as in effect on the Closing Date;

(b) limit the Debt that Equistar creates, incurs, assumes or permits to exist (exclusive of Debt owing to the Borrower or a Subsidiary) to an aggregate outstanding principal amount which, together with all other outstanding Debt of such Borrower Joint Venture, does not exceed $3,100,000,000 plus the amount of any Additional JV Debt;

(c) prevent Equistar from, directly or indirectly, entering into, incurring or permitting to exist any agreement or other arrangement with any Person that prohibits, restricts or imposes any condition upon the ability of such Borrower Joint Venture to pay dividends or other distributions to, or to make or repay loans or advances to, the Borrower or any JV Subsidiary, which restrictions or conditions are materially more restrictive than those contained in agreements to which such Borrower Joint Venture is a party set forth in Schedule 5.17, as in effect on the Closing Date; and

(d) cause one or more JV Subsidiaries to retain the material rights (or the right to reacquire the material rights) of Lyondell LP4 Inc. (formerly Lyondell Petrochemical G.P. Inc.) under the Equistar Partnership Agreement.

Section 5.20. Major Asset Sales. (a) In connection with the consummation of a Major Asset Sale, so long as the conditions set forth in subsection (b) below are satisfied:

(i) the Borrower and its Subsidiaries may transfer all or any portion of the Subject Assets (whether or not part of the Collateral) to a Subject Assets Transferee or to an Acquiring Person;

(ii) the Borrower and its Subsidiaries may create Asset Sale Liens on the Subject Assets;

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(iii) any Liens arising under the Collateral Documents on the portion of the Subject Assets transferred to a Subject Assets Transferee or to an Acquiring Person will be released in accordance with the last sentence of Section 9.05(b); and

(iv) any Liens arising under the Collateral Documents on the Subject Assets not released in accordance with paragraph (iii) will be subordinate to any Asset Sale Lien on such Subject Assets.

(b) The provisions of subsection (a) are subject to the following conditions:

(i) after giving effect to such Major Asset Sale, the Compliance Test and, in the case of an LCR Asset Sale, the LCR Compliance Test are met;

(ii) at the time of such Major Asset Sale and after giving effect thereto (on a pro forma basis for purposes of Section 5.11), no Default shall exist;

(iii) the sum of the gross cash proceeds received by the Borrower in respect of such Major Asset Sale plus the value of the interest of the Borrower in the Subject Assets Transferee (if any) after giving effect to such Major Asset Sale is not less than the value (as determined by the Board of Directors of the Borrower) of the portion of the Subject Assets transferred by the Borrower in connection with such Major Asset Sale;

(iv) the Borrower directly or indirectly is the operator of the Subject Assets in which it or a Subject Assets Transferee retains an interest; and

(v) if any Subject Assets are transferred to a Subject Assets Transferee, the Borrower complies with Section 5.18(d)(iii) and (iv) in connection with such Major Asset Sale.

(c) No Subject Assets Transferee shall incur any Debt (other than (i) if such Subject Assets Transferee is a Subsidiary, Debt permitted to be incurred under Section 5.10(g) and (ii) if such Subject Assets Transferee is not a Subsidiary, Debt in an aggregate principal amount not to exceed (x) $50,000,000 less (y) the aggregate outstanding principal amount of Debt of Subsidiaries permitted solely by clause 5.10(g) at such time less (z) the aggregate outstanding principal amount of Debt secured by Liens permitted solely by clause 5.09(j) at such time).

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(d) For purposes of this Section 5.20, the following terms have the following respective meanings:

“Acquiring Person” means a Person other than a Subject Assets Transferee which acquires (i) all or a portion of the Subject Assets or (ii) an interest in a Subject Assets Transferee in connection with a Major Asset Sale.

“Asset Sale Lien” means a Lien on the Subject Assets (including as a Lien for this purpose contractual rights with respect to the operation of the Subject Assets) arising in connection with a Major Asset Sale in favor of the Acquiring Person (or an affiliate thereof) which Lien does not secure any Debt.

“Major Asset Sale” means an Asset Sale designated by the Borrower by prior notice to the Administrative Agent as a Major Asset Sale, so long as in connection therewith (i) the conditions specified in subsection (b) are satisfied and (ii) the Borrower receives Net Cash Proceeds in an aggregate amount not less than $1,000,000,000 (which shall be deemed Net Cash Proceeds of such Major Asset Sale for purposes of any prepayment provisions set forth in a Term Loan Supplement). For this purpose (i) a transaction which produces substantially the same economic result as a sale of a partial interest in an asset, as might be achieved, for instance, through contractual arrangements allocating future revenues and costs attributable to the asset, shall be deemed an Asset Sale even though there may be no change in title to the asset or in the ownership of the Person which has title to the asset and (ii) a subsequent related transaction with the same Acquiring Person (or an Affiliate thereof) contemplated by the terms of the initial Major Asset Sale with such Person shall, for purposes of determining the applicability of and compliance with this Section, be deemed a single cumulative transaction.

“Subject Assets” means, with respect to any Major Asset Sale, the assets which are the subject of such Major Asset Sale.

“Subject Assets Transferee” means any Consolidated Subsidiary or Borrower Joint Venture which becomes the owner of the Subject Assets in connection with a Major Asset Sale.

(e) Nothing in this Section limits the ability of the Borrower and its Subsidiaries to sell assets (including Collateral) in compliance with Section 5.07 in transactions which do not constitute Major Asset Sales, and to obtain a release of Collateral pursuant to the last sentence of Section 9.05(b) in connection with any such sale.

Section 5.21. [Reserved]

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Section 5.22. Investments In Borrower Joint Ventures. The Borrower will not, and will not permit any Subsidiary to, make any Investment in any Borrower Joint Venture if (i) at the time thereof or immediately after giving effect thereto, a Default would exist or (ii) if the aggregate amount of such Investments made on and after July 1, 2006 would exceed the sum of (A) $100,000,000 plus (B) the aggregate Net Cash Proceeds of Equity Issuances on or after July 1, 2006 (other than any Equity Issuance the Net Cash Proceeds of which have been or will be used to make a prepayment of Debt pursuant to Section 5.14); provided that (i) the Borrower and its Subsidiaries may make Investments in any Borrower Joint Venture during any Fiscal Year or within 45 days after the end of such Fiscal Year in amounts that, together with all other Investments made in such Borrower Joint Venture in respect of such Fiscal Year in reliance on this proviso during such Fiscal Year or within 45 days after the end of such Fiscal Year, do not exceed the amount of dividends or distributions previously paid in respect of such Fiscal Year to the Borrower or any Subsidiary by such Borrower Joint Venture, (ii) the Borrower and its Subsidiaries may make an Investment in any Borrower Joint Venture, if immediately after such Investment is made, the Compliance Test would be satisfied, (iii) the Borrower may issue shares of its common stock upon conversion of Millennium’s 4.000% Convertible Debentures due 2023, and (iv) the LCR Acquisition will not be subject to the restrictions of this Section 5.22 (and amounts of Investments permitted by this proviso shall not be taken into account for purposes of clauses (A) and (B)). For the purposes of calculations under clause (i) of the preceding proviso, Investments made within 45 days after the end of a Fiscal Year shall be deemed made during such preceding Fiscal Year.

ARTICLE 6

DEFAULTS

Section 6.01. Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a) the Borrower shall fail (i) to reimburse any drawing under any Letter of Credit when required hereunder or (ii) to pay when due any principal of any Loan;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Domestic Business Days;

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(c) the Borrower shall fail to observe or perform any covenant contained in Section 5.01(g) or Section 5.07 through 5.17 or 5.19 through Section 5.22, inclusive;

(d) the Borrower shall fail to observe or perform any covenant or agreement (other than those covered by clause 6.01(a), 6.01(b) or 6.01(c) or above) contained in this Agreement or any other Loan Document or any amendment hereof or thereof for 30 days after the Administrative Agent gives notice thereof to the Borrower at the request of any Lender;

(e) any representation, warranty, certification or statement made by any Obligor in any Loan Document or any amendment thereof or in any certificate delivered pursuant to any Loan Document shall prove to have been incorrect in any material respect when made (or deemed made);

(f) the Borrower and its Subsidiaries shall fail to make one or more payments aggregating more than $50,000,000 in respect of Debt or Derivatives Obligations when due or within any applicable grace period;

(g) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof; provided that (i) an event or condition which does not presently enable such holder or other Person to accelerate the maturity of such Debt and which is subsequently waived or cured will then no longer constitute an Event of Default hereunder; and (ii) no Event of Default shall arise under this clause 6.01(g) in respect of Debt which is Guaranteed by, but is not otherwise Debt of, the Borrower or any Significant Subsidiary (including for this purpose the Borrower Joint Ventures);

(h) (i) the Borrower or any Significant Subsidiary (including for this purpose the Borrower Joint Ventures, but excluding Millennium and its Subsidiaries so long as such Person is not at the time a “Significant Subsidiary” for purposes of the instruments governing the Senior Notes or the Senior Subordinated Notes), shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or (ii) shall fail generally to pay its debts as they become due, or (iii) shall take any corporate action to authorize any of the foregoing;

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(i) an involuntary case or other proceeding shall be commenced against the Borrower or any Significant Subsidiary (including for this purpose the Borrower Joint Ventures, but excluding Millennium and its Subsidiaries so long as such Person is not at the time a “Significant Subsidiary” for purposes of the instruments governing the Senior Notes or the Senior Subordinated Notes), seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Significant Subsidiary (including for this purpose the Borrower Joint Ventures, but excluding Millennium and its Subsidiaries so long as such Person is not at the time a “Significant Subsidiary” for purposes of the instruments governing the Senior Notes or the Senior Subordinated Notes), under the federal bankruptcy laws as now or hereafter in effect;

(j) any member of the ERISA Group shall fail to pay when due an amount or amounts which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation, if any of the foregoing could reasonably be expected to have a Material Adverse Effect (it being understood that the fact of the Borrower becoming a party to the PBGC Settlement Agreement is not, in itself, expected to have a Material Adverse Effect);

(k) judgments or orders for the payment of money exceeding $50,000,000 in aggregate amount (exclusive of amounts covered by insurance as to which the carrier has not contested coverage) shall be rendered against the Borrower or any Subsidiary (including for this purpose the Borrower Joint Ventures, but excluding Millennium and its Subsidiaries so long as such Person is not at the time a “Significant

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Subsidiary” for purposes of the instruments governing the Senior Notes or the Senior Subordinated Notes) and such judgments or orders shall continue undischarged, unsatisfied and unstayed for a period of 30 days; or enforcement remedies in respect of any such judgments or orders shall be commenced;

(l) a Change of Control of the Borrower shall have occurred;

(m) (i) any Lien created by any of the Collateral Documents shall at any time fail to constitute a valid and (to the extent required by the Collateral Documents) perfected Lien on all the Collateral purported to be subject thereto, securing the obligations purported to be secured thereby, with the priority required by the Loan Documents, or (ii) any Obligor shall so assert in writing; provided that if a failure of the sort described in clause 6.01(m) is susceptible of cure, no Event of Default shall arise under this clause 6.01(m) with respect thereto until 30 days after notice of such failure shall have been given to the Borrower by the Administrative Agent;

(n) the Guarantee pursuant to the Subsidiary Guarantee of any Significant Subsidiary or any other material Subsidiary Guarantor, shall cease for any reason (other than pursuant to a transaction permitted hereunder) to be in full force and effect, or any Obligor shall so assert in writing;

then, and in every such event, the Administrative Agent shall:

(i) if requested by Lenders having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate; and

(ii) if requested by Lenders holding more than 50% in aggregate outstanding principal amount of the Loans, by notice to the Borrower declare all, or a pro rata portion of all, principal of the Loans (together in each case with accrued interest thereon) to be, and such principal of the Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

provided that, if any Event of Default specified in clause 6.01(h)(i) or 6.01(i) occurs with respect to the Borrower, then without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon terminate and the entire principal amount of the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

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Section 6.02. Notice of Default. The Administrative Agent shall give notice to the Borrower under Section 6.01(d) or 6.01(m) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

Section 6.03. Cash Cover. The Borrower agrees, in addition to the provisions of Section 6.01 hereof, that upon the occurrence and during the continuance of any Event of Default, it shall, if requested by the Administrative Agent upon the instruction of Lenders having more than 50% of the Letter of Credit Liabilities, pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available for drawing under all Letters of Credit then outstanding at such time; provided that, upon the occurrence of any Event of Default specified in Section 6.01(h)(i) or 6.01(i) with respect to the Borrower, the Borrower shall pay such amount forthwith without any notice or demand or any other act by the Administrative Agent or the Lenders.

ARTICLE 7

THE ADMINISTRATIVE AGENT

Section 7.01. Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

Section 7.02. Administrative Agent and Affiliates. The financial institution serving as Administrative Agent shall have the same rights and powers under the Loan Documents as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and such financial institution and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Administrative Agent.

Section 7.03. Action by the Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except, as expressly provided in Article 6.

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Section 7.04. Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for any Obligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 7.05. Liability of Administrative Agent. None of the Administrative Agent, its affiliates, and the directors, officers, agents and employees of the Administrative Agent and its affiliates shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct. None of the Administrative Agent, its affiliates, and the directors, officers, agents and employees of the Administrative Agent and its affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing or issuance of a Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith or (v) the existence, validity or sufficiency of any Collateral. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 7.06. Indemnification. The Lenders shall, ratably in proportion to their Commitments, indemnify the Administrative Agent, its affiliates and the directors, officers, agents and employees of the Administrative Agent and its affiliates (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder.

Section 7.07. Credit Decision. Each Lender acknowledges that it has, independently and without reliance on the Arranger, the Administrative Agent or any other Lender, and based on such documents and information as it has deemed

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appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

Section 7.08. Successor Administrative Agents. The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor for such resigning Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any Administrative Agent’s resignation hereunder, the provisions of this Article shall inure to its benefit as to actions taken or omitted to be taken by it while it was an Administrative Agent.

Section 7.09. Administrative Agent’s Fees. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent.

Section 7.10. Arranger. The Arranger shall not have any responsibility, obligation or liability whatsoever under the Loan Documents in such capacity.

ARTICLE 8

CHANGE IN CIRCUMSTANCES

Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or before the first day of any Interest Period for any Euro-Dollar Loans of any Class:

(a) the Administrative Agent is advised by the Reference Lenders that deposits in dollars in the applicable amounts are not being offered to the Reference Lenders in the London interbank market for such Interest Period, or

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(b) Lenders having at least 50% in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders, holding at least 50% of the aggregate outstanding principal amount of the affected Class of Term Loans) advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Section 8.02. Illegality. If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including without limitation the National Association of Insurance Commissioners (the “NAIC”)) charged with the interpretation or administration thereof, or compliance by any Lender (or its Euro-Dollar Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and

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fund such Loan as a Euro-Dollar Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day. Interest and principal on any such Base Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Euro-Dollar Loans of the other Lenders.

Section 8.03. Increased Cost and Reduced Return. (a) If after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including without limitation the NAIC) charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (including without limitation the NAIC), which adoption, change, request or directive was effected after the date hereof, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s

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obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

(c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Section 8.04. Taxes. (a) For the purposes of this Section, the following terms have the following meanings:

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by the Borrower pursuant to this Agreement or under any Note, and all liabilities with respect thereto, excluding (the “Excluded Taxes”) (i) in the case of each Lender Party, taxes imposed on its net income, and franchise, capital or similar taxes (including branch profits taxes) imposed on it, by a jurisdiction under the laws of which (or of a political subdivision of which) it is organized or in which its principal executive office is located or in which its Applicable Lending Office is located and (ii) in the case of each Lender, any United States withholding tax imposed on such payment, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender under the laws and treaties in effect when such Lender first becomes a party to this Agreement if that Lender is in compliance with its obligations under Section 8.04(d).

“Other Taxes” means any present or future stamp or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document other than Taxes and Excluded Taxes.

(b) All payments by the Borrower to or for the account of any Lender Party hereunder or under any Note shall be made without deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be required by law to deduct

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any Taxes or Other Taxes from any such payment, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall promptly furnish to the Administrative Agent, at its address specified in or pursuant to Section 9.01, the original or a certified copy of a receipt evidencing payment thereof.

(c) The Borrower agrees to indemnify each Lender Party for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted (whether or not correctly) by any jurisdiction on amounts payable under this Section) paid by such Lender Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Lender Party makes demand therefor.

(d) Each Lender Party organized under the laws of a jurisdiction outside the United States, (i) before it signs and delivers this Agreement in the case of each Lender Party listed on the signature pages hereof and before it becomes a Lender Party in the case of each other Lender Party, (ii) before it changes the country where its Applicable Lending Office is located, (iii) from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender Party remains lawfully able to do so), and (iv) at the time or times prescribed by applicable law, shall provide each of the Borrower and the Administrative Agent with (x) Internal Revenue Service form W-8 ECI or W-8 BEN, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender Party is entitled to benefits under an income tax treaty to which the United States is a party which exempts such Lender Party from United States withholding tax or reduces the rate of withholding tax on payments of interest for the account of such Lender Party or certifying that the income receivable by it pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (y) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a Form W-8, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code).

(e) For any period with respect to which a Lender Party has failed to provide the Borrower or the Administrative Agent with the appropriate form

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referred to in Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring after the date on which such form originally was required to be provided), such Lender Party shall not be entitled to indemnification under Section 8.04(b) or 8.04(c) with respect to Taxes imposed by the United States; provided that if a Lender Party, that is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender Party shall reasonably request to assist such Lender Party to recover such Taxes.

(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section as a result of a change in law or treaty occurring after such Lender first became a party to this Agreement, then such Lender will, at the Borrower’s request, change the jurisdiction of its Applicable Lending Office if, in the judgment of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Lender.

Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans. If (i) the obligation of any Lender to make, or to continue or convert outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03 or 8.04 with respect to its Euro-Dollar Loans, and in any such case the Borrower shall, by at least five Euro-Dollar Business Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans which would otherwise be made by such Lender as (or continued as or converted to) Euro-Dollar Loans shall instead be Base Rate Loans on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Lenders. If such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders.

Section 8.06. Substitution of Bank. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) any Lender fails to execute and deliver any consent, amendment or waiver to this Agreement requested by the Borrower by the date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower shall have the right to designate a substitute bank or banks (which may be one or more of the Lenders) reasonably mutually satisfactory to the Borrower and the Administrative

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Agent (and, in the case of a Revolving Lender, the Issuing Banks) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto, the outstanding Loans and Letter of Credit Liabilities of such Lender and assume the Commitment(s) of such Lender, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s outstanding Loans and Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid fees for the account of such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.11 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices. (a) All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party: (i) in the case of the Borrower or the Administrative Agent, at its address or facsimile number set forth on the signature pages hereof, (ii) in the case of any Lender, at its address or facsimile number set forth in its Administrative Questionnaire or (iii) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request or other communication shall be effective if given by facsimile, when transmitted to the facsimile number referred to in this Section and confirmation of receipt is received, or if given by any other means, when delivered at the address referred to in this Section; provided that notices to the Administrative Agent under Article 2 or Article 8 shall not be effective until received.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Notices by the Borrower pursuant to Article 2 shall be irrevocable; provided that, if a notice of optional or mandatory prepayment or termination or reduction of Commitments pursuant to Section 2.04, 2.08 or 2.09 is expressed to be contingent upon the consummation of an event or transaction, such notice may

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be revoked by the Borrower, or the effective date thereof may be postponed by a period of up to 30 days, in the event such event or transaction is delayed or cancelled; provided further that in any such event (i) the Borrower shall give the applicable Lenders through the Administrative Agent not less than three Euro-Dollar Business Days’ notice of the ultimate effective date of any such notice and (ii) any such revocation or postponement of the effective date of a notice shall be subject to the rights of the Lenders under Section 2.11.

Section 9.02. No Waivers. No failure or delay by any Lender Party exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.03. Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation of the Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Lender Party, including the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

(b) The Borrower agrees to indemnify each Lender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including without limitation reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel), including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of any Loan Document or any actual or proposed use of any Commitments or any proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee’s own gross negligence or willful misconduct or (ii) liabilities, losses, damages, costs and expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties and in which the Borrower prevails on the merits, in each case as determined by a court of competent jurisdiction.

Section 9.04. Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the

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Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the account of the Borrower against any obligations of the Borrower to such Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender shall have made any demand for payment under this Agreement. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders under this subsection are in addition to any other rights and remedies which the Lenders may have.

(b) Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans; and provided further that this Section shall not require sharing by the Swing Loan Lender of amounts received in respect of Swing Loans pursuant to Section 2.17.

Section 9.05. Amendments and Waivers. (a) Any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent, any Issuing Bank or the Swing Loan Lender (in such capacities) are affected thereby, by it); provided that no such amendment or waiver shall:

(i) unless signed by each Lender affected thereby, (A) increase the Commitment of any Lender, (B) reduce the principal of or rate of interest on any Loan or the amount to be reimbursed in respect of any

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Letter of Credit or any interest thereon or any fees with respect thereto, or (C) postpone the Maturity Date for any Loan or the date fixed for any scheduled payment of any principal of or interest on any Loan or for reimbursement in respect of any Letter of Credit or any interest thereon or fees with respect thereto or any fees payable with respect to the Revolving Commitments or for the termination of any Revolving Commitment, or (D) postpone the expiry date of any Letter of Credit to a date that is later than the Revolving Credit Termination Date,

(ii) unless signed by all the Lenders, change the percentage set forth in the definition of Required Lenders or this Section 9.05; or

(iii) unless signed by Revolving Lenders holding, in the aggregate, Revolving Credit Percentages of greater than 50%, waive any condition to any Borrowing of Revolving Loan or issuance of Letter of Credit.

(b) Any provision of the Collateral Documents or the Subsidiary Guarantee may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by each Obligor party thereto and the Administrative Agent with the consent of the Required Lenders; provided that no such amendment or waiver shall, unless signed by all the Lenders, effect or permit a release of all or substantially all of the Collateral, release all or substantially all of the value of the Subsidiary Guarantee or permit termination of the Subsidiary Guarantee as to all or substantially all of the Subsidiary Guarantors. Notwithstanding the foregoing, (i) the Subsidiary Guarantee shall be terminated as to one or more Subsidiary Guarantors and Collateral (but not the proceeds thereof) shall be released from the Lien of the Collateral Documents from time to time as necessary to effect any sale of assets, including the sale of a Subsidiary Guarantor, permitted by the Loan Documents, (ii) the Subsidiary Guarantee shall be terminated as to any Subsidiary Guarantor which shall have become a Subsidiary Guarantor solely by reason of Section 5.18(d)(i)(B) at such time as such Subsidiary Guarantor shall have disposed of, pursuant to a transaction permitted under the Loan Documents, all Collateral the ownership of which caused it to become a Subsidiary Guarantor and (iii) the Administrative Agent shall execute and deliver all release documents reasonably requested to evidence such release.

(c) Each Lender party hereto consents to the execution and delivery by the Administrative Agent of such amendments to the Collateral Documents as shall be necessary or desirable in order to permit any Senior Notes to be secured by the Collateral as contemplated by Section 5.09(g).

Section 9.06. Successors; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Lender Parties.

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(b) Any Lender may at any time grant to one or more banks, institutions or other entities that regularly make, purchase or invest in bank loans (each a “Participant”) participating interests in its Commitments or any or all of its Loans and Letter of Credit Liabilities. If a Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (A) through (C) of Section 9.05(a)(i) without the consent of the Participant. The Borrower agrees that, subject to Section 9.06(e), each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.

(c) Any Lender may at any time assign to one or more banks, other institutions or other entities that regularly make, purchase or invest in bank loans (each an “Assignee”) all, or a proportionate part of all, of its Commitment of any Class or its Loans and Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto signed by such Assignee and such transferor Lender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld or unreasonably delayed) and the Administrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks); provided that (i) after giving effect to any proposed assignment, unless each of the Borrower and the Administrative Agent otherwise consent, (A) the Credit Exposure of a transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to $0 or at least $5,000,000 if the transferor is a Revolving Lender, and (B) the amount of the Credit Exposure of a transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000 if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of such transferor Lender, an Approved Fund or was a Lender

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immediately before such assignment, (ii) if an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required and (iii) no consent of the Borrower or the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Lender the purchase price agreed between them, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment (other than an assignment to which the Administrative Agent or any affiliate of the Administrative Agent is a party), the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 8.04(d). The Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) No Assignee, Participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Lender to designate a different Applicable Lending Office under certain circumstances.

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Section 9.07. Designated Lenders. (a) Subject to the provisions of this Section 9.07(a), any Lender may from time to time elect to designate an Eligible Designee to provide all or a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation shall not be effective unless the Borrower and the Administrative Agent consent thereto. When a Lender and its Eligible Designee shall have signed a designation agreement substantially in the form of Exhibit E hereto and the Borrower and the Administrative Agent shall have signed their respective consents thereto, such Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit such Designated Lender to provide all or a portion of the loans to be made by such Designating Lender pursuant to Section 2.01 and the making of such Loans or portions thereof shall satisfy the obligation of the Designating Lender to the same extent, and as if, such Loans or portion thereof were made by the Designating Lender. As to any Loans or portion thereof made by it, each Designated Lender shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement and otherwise; provided that (x) its voting rights under this Agreement shall be exercised solely by its Designating Lender and (y) its Designating Lender shall remain solely responsible to the other parties hereto for the performance of its obligations under this Agreement, including its obligations in respect of the Loans or portion thereof made by it. No additional Note shall be required to evidence Loans or portions thereof made by a Designated Lender; and the Designating Lender shall be deemed to hold its Note as agent for its Designated Lender to the extent of the Loans or portion thereof funded by such Designated Lender. Each Designating Lender shall act as Administrative Agent for its Designated Lender and give and receive notices and other communications on its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as Administrative Agent for such Designated Lender and neither the Borrower nor the Administrative Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent, assign all or portions of its interest in any Loans to its Designating Lender or to any financial institutions consented to by the Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of Loans or portions thereof made by such Designated Lender and (ii) disclose on a confidential basis any non-public information relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Designated Lender.

(b) Each party to this Agreement agrees that it will not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law, for one

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year and a day after all outstanding senior indebtedness of such Designated Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 9.07(b) shall survive the termination of this Agreement.

Section 9.08. No Reliance on Margin Stock. Each of the Lenders represents to the Administrative Agent and each of the other Lenders that it in good faith is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement.

Section 9.09. Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. To the extent permitted by applicable law, the Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 9.10. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date that the Administrative Agent shall have received counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in the form satisfactory to it of facsimile or other written confirmation from such party of execution of a counterpart hereof by such party).

Section 9.11. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.12. ERISA Matters. (a) Representations and Warranties. Each Lender, solely with respect to itself, severally represents and warrants that one or more of the following is true with respect to all of the funds used to make or purchase any interest in any Loan or Letter of Credit Liability (or one or more of the following is true with respect to each portion of the funds used to make or purchase such interest in such Loan or Letter of Credit Liability if such funds are from more than one source):

(i) no part of the funds to be used by it constitutes under the Internal Revenue Code or ERISA the assets of any ERISA Plan; or

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(ii) (A) the funds to be used by it constitute, under the Internal Revenue Code or ERISA, the assets of an insurance company pooled separate account, as such term is used in Prohibited Transaction Class Exemption 90-1 issued by the U.S. Department of Labor, or a “collective investment fund,” as defined in Section IV of Prohibited Transaction Class Exemption 91-38 issued by the U.S. Department of Labor, in which an ERISA Plan has an interest, and (B) such Loan or Letter of Credit Liability or interest therein is, and the subsequent holding of the Note or any agreement related thereto shall at all times thereafter be, entitled to full relief under Prohibited Transaction Class Exemption 90-1 or 91-38, as applicable; or

(iii) (A) the funds to be used by it for any Loan or Letter of Credit Liability or interest therein which constitutes, under the Internal Revenue Code or ERISA, the assets of any ERISA Plan are invested in an investment fund which is managed by a “Qualified Professional Asset Manager” as such term is defined in Prohibited Transaction Class Exemption 84-14 issued by the U.S. Department of Labor, and (B) such Loan or Letter of Credit Liability or interest therein is and the subsequent holding of the Note or any agreement related thereto shall at all times thereafter be, exempt under Prohibited Transaction Class Exemption 84-14 to the fullest extent provided therein;

(iv) the assets to be used by it constitute the assets of an investment company registered under the Investment Company Act of 1940; or

(v) the Lender is an “insurance company” and the funds to be used by it constitute assets of an “insurance company general account” as defined in Section V of Prohibited Transaction Class Exemption 95-60 issued by the U.S. Department of Labor, and such Loan or Letter of Credit Liability or interest therein is, and shall at all times thereafter satisfy the requirements to be and shall be, exempt under Prohibited Transaction Class Exemption 95-60 to the fullest extent provided therein.

(b) Representations of Transferees. Each Person that becomes an Assignee or Participant hereunder shall be deemed to make, effective upon the acceptance of any assignment of an interest hereunder or the entering into of any participation agreement contemplated in Section 9.06(b), the representations and warranties set forth in Section 9.12(a). Such deemed representation shall be

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effective against, and binding on, such Assignee or Participant to the same extent as if such Assignee or Participant had executed an original counterpart of this Agreement.

(c) Additional ERISA Representations. Each Lender that now or hereafter makes or maintains any Loan or Letter of Credit Liability with any assets of any ERISA Plan (i) represents and warrants that it has evaluated for itself the merits of making or maintaining such Loan or Letter of Credit Liability; has not solicited and has not received from the Borrower or any of its Affiliates, any evaluation or other investment advice on any basis in respect of the advisability of making or maintaining such Loan or Letter of Credit Liability; and is not relying and has not relied on the Borrower or any of its Affiliates for any investment advice with respect to making or maintaining such Loan or Letter of Credit Liability in any manner that would cause the Borrower or any of its Affiliates to become a “party in interest” (within the meaning of ERISA) or a “disqualified person” (within the meaning of the Internal Revenue Code) in connection with making or maintaining such Loan or Letter of Credit Liability and (ii) acknowledges and confirms that none of the Borrower or any of its Affiliates is acting as a “fiduciary” (within the meaning of ERISA, the Internal Revenue Code or any other applicable law or any rulings or regulations thereunder) for such Lender in connection with making or maintaining such Loan or Letter of Credit Liability.

Section 9.13. Confidentiality. Each Lender and the Administrative Agent agrees to hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound commercial lending practices; provided that nothing herein shall prevent any Lender or the Administrative Agent from disclosing such information (i) to any affiliate of such Lender or to any other Lender or the Administrative Agent, (ii) to any other Person if reasonably incidental to the administration of the Loans and Letter of Credit Liabilities, (iii) to the extent required by applicable laws or regulations or upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement, (vi) in connection with any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party, (vii) to the extent necessary in connection with the exercise of any remedy hereunder, (viii) to such Lender’s or the Administrative Agent’s legal counsel and independent auditors and (ix) subject to provisions substantially similar to those contained in this Section, to any actual or proposed Participant or Assignee.

EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING

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THE BORROWER AND ITS SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, ITS SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

Section 9.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

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

LYONDELL CHEMICAL COMPANY
By:	/s/ Karen A. Twitchell
Title:	Vice President and Treasurer
Address:	1221 McKinney Street Suite 1600 Houston, TX 77010
Facsimile:	(713) 309-2178

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swing Loan Lender, Revolving Lender and Term Loan Lender
By:	/s/ Stacey Haimes
Title:	Vice President
Address:	270 Park Avenue New York, NY 10017
Facsimile:	(212) 270-5100

Signature Page to Credit Agreement

COMMITMENT SCHEDULE

Lender	Revolving Commitment		Term Commitment
JPMorgan Chase Bank, N.A.	$	800,000,000	$	2,650,000,000

SCHEDULE 1.01

Collateral Documents

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of July 31, 2006 and effective August 16, 2006 from the Company to Stacey Haimes, Trustee, for the benefit of the Administrative Agent, as the Beneficiary (as defined therein), with respect to the Channelview, Texas facility of the Borrower.

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of July 31, 2006 and effective August 16, 2006 from the Company to Stacey Haimes, Trustee, for the benefit of the Administrative Agent, as the Beneficiary (as defined therein), with respect to the Bayport, Texas facility of the Borrower.

Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of July 31, 2006 and effective August 16, 2006 from the Company to the Administrative Agent, as the Mortgagee (as defined therein), with respect to the Lake Charles, Louisiana facility of the Borrower.

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of July 31, 2006 and effective August 16, 2006 from Lyondell-CITGO Refining LP to Stacey Haimes, Trustee, for the benefit of the Administrative Agent, as the Beneficiary (as defined therein), with respect to the Houston refinery of LCR.

Security Agreement dated as of August 16, 2006.

Pledge Agreement dated as of August 16, 2006.

SCHEDULE 3.01(c)

CONTINUING LCR DEBT

1. Amended and Restated Global Promissory Note dated May 19, 2004 between the Borrower, as lender, and LCR, as borrower, in the original principal amount of $229,293,601.00.

2. Obligations in respect of guarantees of obligations of Gulf Coast Waste Disposal Authority or any similar entity in an amount not to exceed $15,000,000 at any time outstanding.

SCHEDULE 4.09

SUBSIDIARIES

Subsidiaries

LRC Holdings GP LLC

LRC Holdings LP LLC

LRP Holdings LP LLC

Lyondell Asia Holdings Limited

Lyondell Asia Pacific, Ltd.

Lyondell Bayport, LLC

Lyondell Centennial Corp.

Lyondell Chemical Central Europe Ges.m.b.H.

Lyondell Chemical Delaware Company

Lyondell Chemical (Deutschland) GmbH

Lyondell Chemical Espana Co.

Lyondell Chemical Europe, Inc.

Lyondell Chemical Holding Company

Lyondell Chemical International Company

Lyondell Chemical Italia S.r.L.

Lyondell Chemical Overseas Services, Inc.

Lyondell Chemical Pan America, Inc.

Lyondell Chemical Products Europe, Inc.

Lyondell Chemical Properties, L.P.

Lyondell Chemical Technology 1 Inc.

Lyondell Chemical Technology 2 Inc.

Lyondell Chemical Technology 3 Inc.

Lyondell Chemical Technology 4 Inc.

Lyondell Chemical Technology 5 Inc.

Lyondell Chemical Technology 6 Inc.

Lyondell Chemical Technology 7 Inc.

Lyondell Chemical Technology 8 Inc.

Lyondell Chemical Technology, L.P.

Lyondell Chemical Technology Management, Inc.

Lyondell Chemical Wilmington, Inc.

Lyondell Chemie International B.V.

Lyondell Chemie Investment Nederland B.V.

Lyondell Chemie Nederland B.V.

Lyondell Chemical Nederland, Ltd.

Lyondell Chemie (PO11) B.V.

Lyondell Chemie (POSM) B.V.

Lyondell Chemie Utilities B.V.

Lyondell Chimie France Corporation

Lyondell Chimie France SNC

Lyondell Chimie TDI SCA

Lyondell China Holdings Limited

LYONDELL-CITGO Refining LP

Lyondell-DNT Limited Partnership

Lyondell Funding II, LLC

Lyondell France, Inc.

Lyondell General Methanol Company

Lyondell Greater China, Ltd.

Lyondell Greater China Holdings Limited

Lyondell Greater China Trading Ltd.

Lyondell Houston Refinery Inc.

Lyondell Houston Refinery A Inc.

Lyondell Intermediate Holding Company

Lyondell Japan, Inc.

Lyondell Limited Methanol Company

Lyondell LP3 GP, LLC

Lyondell LP3 Partners, LP

Lyondell LP4 Inc.

Lyondell (Pelican) Petrochemical L.P.1, Inc.

Lyondell Methanol Company, L.P.

Lyondell Petrochemical L.P. Inc.

Lyondell PO-11 C.V.

Lyondell POJVGP, LLC

Lyondell POTechLP, Inc.

Lyondell POTechGP, Inc.

Lyondell Quimica do Brasil, Ltda.

Lyondell Refining LP LLC

Lyondell Refining GP, LLC

Lyondell Refining Partners, LP

Lyondell Refining Company LP

Lyondell POJV Partner 1 GP, LLC

Lyondell POJV Partners 1, LP

Lyondell POJV Partner 2 GP, LLC

Lyondell POJV Partners 2, LP

Lyondell POJV Partner 3 GP, LLC

Lyondell POJV Partners 3, LP

Lyondell South Asia PTE Ltd.

Lyondell Thailand, Ltd.

POSM Delaware, Inc.

PO Offtake, LP

POSM II Limited Partnership, L.P.

POSM II Properties Partnership, L.P.

2

Foreign Subsidiaries

Lyondell Asia Holdings Limited

Lyondell Chemical Central Europe Ges.m.b.H.

Lyondell Chemical (Deutschland) GmbH

Lyondell Chemical Italia S.r.L.

Lyondell Chemie International B.V.

Lyondell Chemie Investment Nederland B.V.

Lyondell Chemie Nederland B.V.

Lyondell Chemie (PO11) B.V.

Lyondell Chemie (POSM) B.V.

Lyondell Chemie Utilities B.V.

Lyondell Chimie France SNC

Lyondell Chimie TDI SCA

Lyondell China Holdings Limited

Lyondell Greater China Holdings Limited

Lyondell Greater China Trading Ltd.

Lyondell Japan, Inc.

Lyondell PO11 C.V.

Lyondell Quimica do Brasil, Ltda.

Lyondell South Asia PTE Ltd.

Borrower Joint Ventures

Equistar Chemicals, LP

Lyondell Bayer Manufacturing Maasvlakte VOF (PO–11)

Millennium Chemicals Inc.

PO JV, LP

Technology JV, LP

JV Subsidiaries

Lyondell (Pelican) Petrochemical L.P.1, Inc.

Lyondell LP4 Inc.

Lyondell LP3 Partners, LP

Lyondell Petrochemical L.P. Inc.

Lyondell PO11 C.V.

Lyondell POTechLP, Inc.

Lyondell POTechGP, Inc.

PO Offtake, LP

3

Significant Subsidiaries

Lyondell Chemical Technology, L.P.

Lyondell Chemical Delaware Company

Lyondell Chemical Nederland Ltd.

LYONDELL-CITGO Refining LP

4

SCHEDULE 5.10

SUBSIDIARY DEBT

1. Debt included in the consolidated balance sheet of the Borrower and its Subsidiaries set forth in the Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2005 and in the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006, and other Debt outstanding on the Closing Date incurred subsequent to March 31, 2006 in the ordinary course of business consistent with past practice.

2. Obligations in respect of guarantees of obligations of Gulf Coast Waste Disposal Authority or any similar entity in an amount not to exceed $15,000,000 at any time outstanding.

SCHEDULE 5.17

EXISTING JOINT VENTURE AGREEMENTS

I. Equistar Chemicals, LP

A. Amended and Restated Limited Partnership Agreement dated as of November 29, 2004, entered into by and among Lyondell Petrochemical LP4, Inc., a Delaware corporation, Lyondell Petrochemical L.P. Inc., a Delaware corporation, Millennium Petrochemicals GP LLC, a Delaware limited liability company, Millennium Petrochemicals LP LLC, a Delaware limited liability company, Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation, and Lyondell LP3 Partners, LP, a Delaware limited partnership.

B. Amended and Restated Parent Agreement dated as of November 6, 2002 among Lyondell Chemical Company, a Delaware corporation, Millennium Chemicals Inc., a Delaware corporation and Equistar Chemicals, LP, a Delaware limited partnership.

C. Credit Agreement with Citicorp USA Inc. as Administrative Agent dated December 17, 2003, as amended

$700MM 10.625% Senior Notes Due 2011 pursuant to Indenture dated April 22, 2003

$700MM 10.125% Senior Notes Due 2008 pursuant to Indenture dated August 24, 2001

$600MM 8.75% Notes Due 2009 pursuant to Indenture dated January 15, 1999

$150MM $7.55% Debentures Due 2026 pursuant to Indenture dated January 29, 1996

Medium Term Notes due 2005

Debt described in the Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2005 and in the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006, and other Debt outstanding on the Closing Date incurred subsequent to March 31, 2006 in the ordinary course of business consistent with past practice.

II. Millennium Chemicals Inc.

A. Amended and Restated Certificate of Incorporation of Millennium Chemicals Inc. filed with the Secretary of State of the State of Delaware on November 30, 2004.

B. Amended and Restated Bylaws of Millennium Chemicals Inc. dated February 23, 2005.

C. Amended and Restated Credit Agreement with JP Morgan Chase Bank, as Administrative and Collateral Agent, dated as of August 22, 2005, as amended.

$378 MM 9.25% Notes Due 2008 pursuant to Indenture dated June 18, 2001

$500MM 7.0% Notes Due 2006 pursuant to Indenture dated November 15, 1996

$250MM 7.625% Notes Due 2026 pursuant to Indenture dated November 15, 1996

$150MM 4.0% Convertible Notes Due 2008 pursuant to Indenture dated November 25, 2003

Debt included in the consolidated balance sheets of Millennium and its subsidiaries set forth in Millennium’s annual report on Form 10-K for the fiscal year ended December 31, 2005 and in Millennium’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006, and other Debt outstanding on the Closing Date incurred subsequent to March 31, 2006 in the ordinary course of business consistent with past practice.

EX-4.9(C)

Exhibit 4.9(c)

FOURTH SUPPLEMENTAL INDENTURE

dated as of August 16, 2006

among

LYONDELL CHEMICAL COMPANY,

as Company

the SUBSIDIARY GUARANTORS party hereto

and

THE BANK OF NEW YORK,

as Trustee

9 ⁵/8% Senior Secured Notes, Series A, due 2007

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 16, 2006, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), LYONDELL-CITGO REFINING LP, a Delaware limited partnership, LYONDELL HOUSTON REFINERY INC., a Delaware corporation, and LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (each an “Undersigned”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 17, 1999 (the “Indenture”), relating to the Company’s 9 ⁵/8% Senior Secured Notes, Series A, due 2007 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, subject to certain exceptions, pursuant to Section 4.22 of the Indenture to cause any Restricted Subsidiary that has guaranteed or secured Indebtedness of the Company or any of its Restricted Subsidiaries to provide Subsidiary Guarantees.

AGREEMENT

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

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 13 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together.

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

LYONDELL CHEMICAL COMPANY, as Company
By:	/s/ Karen A.Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL-CITGO REFINING LP, as Subsidiary Guarantor
By:	/s/ Bill Thompson
Name:	Bill Thompson
Title:	Vice President and General Manager

LYONDELL HOUSTON REFINERY INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL HOUSTON REFINERY A INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

Signature Page to Supplemental Indenture

THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.10(B)

Exhibit 4.10(b)

FOURTH SUPPLEMENTAL INDENTURE

dated as of August 16, 2006

among

LYONDELL CHEMICAL COMPANY,

as Company

the SUBSIDIARY GUARANTORS party hereto

and

THE BANK OF NEW YORK,

as Trustee

10 ⁷/8% Senior Subordinated Notes due 2009

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 16, 2006, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), LYONDELL-CITGO REFINING LP, a Delaware limited partnership, LYONDELL HOUSTON REFINERY INC., a Delaware corporation, and LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (each an “Undersigned”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 17, 1999 (the “Indenture”), relating to the Company’s 10 ⁷/8% Senior Subordinated Notes due 2009 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, subject to certain exceptions, pursuant to Section 4.21 of the Indenture to cause any Restricted Subsidiary that has guaranteed or secured Indebtedness of the Company or any of its Restricted Subsidiaries to provide Subsidiary Guarantees.

AGREEMENT

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

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 13 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together.

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

LYONDELL CHEMICAL COMPANY, as Company
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL-CITGO REFINING LP, as Subsidiary Guarantor
By:	/s/ Bill Thompson
Name:	Bill Thompson
Title:	Vice President and General Manager

LYONDELL HOUSTON REFINERY INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL HOUSTON REFINERY A INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

Signature Page to Supplemental Indenture

THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.12(C)

Exhibit 4.12(c)

THIRD SUPPLEMENTAL INDENTURE

dated as of August 16, 2006

among

LYONDELL CHEMICAL COMPANY,

as Company

the SUBSIDIARY GUARANTORS party hereto

and

THE BANK OF NEW YORK,

as Trustee

9 ¹/2% Senior Secured Notes due 2008

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 16, 2006, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), LYONDELL-CITGO REFINING LP, a Delaware limited partnership, LYONDELL HOUSTON REFINERY INC., a Delaware corporation, and LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (each an “Undersigned”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of December 4, 2001 (the “Indenture”), relating to the Company’s 9 ¹/2% Senior Secured Notes due 2008 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, subject to certain exceptions, pursuant to Section 4.22 of the Indenture to cause any Restricted Subsidiary that has guaranteed or secured Indebtedness of the Company or any of its Restricted Subsidiaries to provide Subsidiary Guarantees.

AGREEMENT

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

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 13 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together.

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2

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

LYONDELL CHEMICAL COMPANY, as Company
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL-CITGO REFINING LP, as Subsidiary Guarantor
By:	/s/ Bill Thompson
Name:	Bill Thompson
Title:	Vice President and General Manager

LYONDELL HOUSTON REFINERY INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL HOUSTON REFINERY A INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

Signature Page to Supplemental Indenture

THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.13(B)

Exhibit 4.13(b)

SECOND SUPPLEMENTAL INDENTURE

dated as of August 16, 2006

among

LYONDELL CHEMICAL COMPANY,

as Company

the SUBSIDIARY GUARANTORS party hereto

and

THE BANK OF NEW YORK,

as Trustee

11 ¹/8% Senior Secured Notes due 2012

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 16, 2006, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), LYONDELL-CITGO REFINING LP, a Delaware limited partnership, LYONDELL HOUSTON REFINERY INC., a Delaware corporation, and LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (each an “Undersigned”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of July 2, 2002 (the “Indenture”), relating to the Company’s 11 ¹/8% Senior Secured Notes due 2012 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, subject to certain exceptions, pursuant to Section 4.22 of the Indenture to cause any Restricted Subsidiary that has guaranteed or secured Indebtedness of the Company or any of its Restricted Subsidiaries to provide Subsidiary Guarantees.

AGREEMENT

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

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 13 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together.

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2

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

LYONDELL CHEMICAL COMPANY, as Company
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL-CITGO REFINING LP, as Subsidiary Guarantor
By:	/s/ Bill Thompson
Name:	Bill Thompson
Title:	Vice President and General Manager

LYONDELL HOUSTON REFINERY INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL HOUSTON REFINERY A INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

Signature Page to Supplemental Indenture

THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.17(B)

Exhibit 4.17(b)

SECOND SUPPLEMENTAL INDENTURE

dated as of August 16, 2006

among

LYONDELL CHEMICAL COMPANY,

as Company

the SUBSIDIARY GUARANTORS party hereto

and

THE BANK OF NEW YORK,

as Trustee

10 ¹/2% Senior Secured Notes due 2013

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 16, 2006 among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”), LYONDELL-CITGO REFINING LP, a Delaware limited partnership, LYONDELL HOUSTON REFINERY INC., a Delaware corporation, and LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (each an “Undersigned”), and THE BANK OF NEW YORK, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of May 20, 2003 (the “Indenture”), relating to the Company’s 10 ¹/2% Senior Secured Notes due 2013 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, subject to certain exceptions, pursuant to Section 4.22 of the Indenture to cause any Restricted Subsidiary that has guaranteed or secured Indebtedness of the Company or any of its Restricted Subsidiaries to provide Subsidiary Guarantees.

AGREEMENT

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

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 13 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together.

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2

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

LYONDELL CHEMICAL COMPANY, as Company
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL-CITGO REFINING LP, as Subsidiary Guarantor
By:	/s/ Bill Thompson
Name:	Bill Thompson
Title:	Vice President and General Manager

LYONDELL HOUSTON REFINERY INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

LYONDELL HOUSTON REFINERY A INC., as Subsidiary Guarantor
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

Signature Page to Supplemental Indenture

THE BANK OF NEW YORK, as Trustee
By:	/s/ Robert A. Massimillo
Name:	Robert A. Massimillo
Title:	Vice President

Signature Page to Supplemental Indenture

EX-10.22(B)

Exhibit 10.22(b)

SECOND AMENDMENT

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

LYONDELL-CITGO REFINING LP

This Second Amendment (this “Second Amendment”) to the Limited Partnership Agreement of LYONDELL-CITGO REFINING LP, a Delaware limited partnership (the “Partnership”), is made as of July 31, 2006 by and among CITGO REFINING INVESTMENT COMPANY, an Oklahoma corporation (“CITGO LP”), CITGO GULF COAST REFINING, INC., a Delaware corporation (“CITGO GP”), LYONDELL REFINING PARTNERS LP, a Delaware limited partnership (“Lyondell LP”), and LYONDELL REFINING COMPANY LP, a Delaware limited partnership (“Lyondell GP” and, together with CITGO LP, CITGO GP and Lyondell LP, the “LCR Partners”).

RECITALS

WHEREAS, in accordance with Section 12.4 of the Limited Partnership Agreement of the Partnership dated December 31, 1998, as amended (the “LP Agreement”), the Representatives have approved this Amendment;

WHEREAS, the LCR Partners being all of the Partners of the Partnership desire to amend the Agreement.

NOW, THEREFORE, the LP Agreement is hereby amended as follows:

Section 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the LP Agreement.

Section 2. Effectiveness of Partnership Agreement. Except as amended by this Second Amendment, all terms and conditions of the LP Agreement shall remain in full force and effect among the Partners.

Section 3. Amendment. Section 3.8(C) of the LP Agreement shall be amended to read as follows in its entirety:

(C) [Reserved];

Section 4. Amendment. Section 12.4 of the LP Agreement shall be amended to read as follows in its entirety:

12.4. Waivers, Modifications and Amendments. All modifications or amendments of this Agreement or the Certificate of Limited Partnership shall require the approval of each Partner.

Section 5. Governing Law. This Second Amendment will be governed by and construed in accordance with the laws of the State of Delaware.

Section 6. Severability. In the event that any provision of this Second Amendment shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any Partner, be deemed severed from this Second Amendment and every other provision of this Second Amendment shall remain in full force and effect.

Section 7. Counterparts. This Second Amendment may be executed in multiple counterparts by different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[signature page follows]

IN WITNESS WHEREOF, all of the Partners of the Partnership have executed this Second Amendment, effective as of the date first listed above.

LYONDELL-REFINING COMPANY LP
By:	LRC Holdings GP, LLC, its general partner
	By:	Lyondell Chemical Company, its sole member
	By:	/s/ Allen C. Holmes
	Name:	Allen C. Holmes
	Title:	Vice President, Tax and Real Estate

LYONDELL-REFINING PARTNERS LP
By:	Lyondell Refining GP LLC, its general partner
	By:	Lyondell Chemical Company, its sole member
	By:	/s/ Allen C. Holmes
	Name:	Allen C. Holmes
	Title:	Vice President, Tax and Real Estate

CITGO GULF COAST REFINING, INC.
	By:	/s/ Frank Gygax
	Name:	Frank Gygax
	Title:	President

CITGO REFINING INVESTMENT COMPANY
	By:	/s/ Randall J. Carbo
	Name:	Randall J. Carbo
	Title:	VP Lake Charles Complex

EX-10.22(C)

Exhibit 10.22(c)

THIRD AMENDMENT

TO

LIMITED PARTNERSHIP AGREEMENT OF

LYONDELL-CITGO REFINING LP

This Third Amendment (this “Amendment”) to the Limited Partnership Agreement of LYONDELL-CITGO Refining LP (the “Partnership”) dated December 31, 1998 (as heretofore amended, the “Partnership Agreement”) is made as of August 1, 2006 by Lyondell Refining Company LP, a Delaware limited partnership (“LRC”), which is the general partner of the Partnership, Lyondell Refining Partners, LP, a Delaware limited partnership (“LRP”), which is a limited partner of the Partnership, Lyondell Houston Refinery Inc., a Delaware corporation (“LHR”), which is a limited partner of the Partnership, and Lyondell Houston Refinery A Inc., a Delaware corporation (“LHRA”), which is an assignee of CITGO Gulf Coast Refining, Inc.’s 1% general partnership interest in the Partnership.

RECITALS

WHEREAS, CITGO Refining Investment Company, an Oklahoma corporation and former limited partner of the Partnership (“CITGO LP”), has sold and transferred all of its rights, powers, privileges and interests in the Partnership (save and except the rights reserved by CITGO Petroleum Corporation, a Delaware corporation (“CITGO”), under Section 2.7 of the Sale and Purchase Agreement (the “SPA”) dated as of July 31, 2006 by and between CITGO and Lyondell Chemical Company, a Delaware corporation (“Lyondell”)) to LHR;

WHEREAS, CITGO Gulf Coast Refining, Inc., a Delaware corporation and former general partner of the Partnership (“CITGO GP”), has sold and transferred all of its rights, powers, privileges and interests in the Partnership (save and except the rights reserved by CITGO under Section 2.7 of the SPA) to LHRA;

WHEREAS, LRC and LRP have consented to (i) the transfer of CITGO GP’s 1% general partnership interest in the Partnership to LHRA and (ii) the transfer of CITGO LP’s 40.25% limited partnership interest in the Partnership to LHR but have not consented to the admission of LHRA as a partner of the Partnership;

WHEREAS, LRC, LRP and LHR are the current partners of the Partnership (the “Current Partners”) and LHRA is an assignee of a partnership interest in the Partnership;

WHEREAS, pursuant to this Amendment, LHRA will become a Limited Partner (as such term is defined in the Partnership Agreement) of the Partnership (LHRA, together with the Current Partners are referred to herein as the “Partners”);

WHEREAS, pursuant to this Amendment, the Partners desire to reconstitute and continue the Partnership in accordance with the provisions of Section 11.10 of the Partnership Agreement;

WHEREAS, Lyondell is the indirect parent of the Partnership;

WHEREAS, Lyondell is proposing to enter into a Credit Agreement among Lyondell, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”);

WHEREAS, the Partners are contemplating entering into a security agreement pursuant to which they will pledge their partnership interests in the Partnership to secure the obligations of Lyondell under the Credit Agreement and certain other obligations described therein;

WHEREAS, certain provisions of the Partnership Agreement restrict the pledge by the Partners of their interests in the Partnership;

WHEREAS, the Partnership is contemplating entering into a security agreement pursuant to which it will grant a security interest in certain of its assets and a mortgage pursuant to which it will mortgage certain of its real property;

WHEREAS, the Partners desire to amend certain provisions of the Partnership Agreement to allow for the granting of such security interest and such mortgage;

WHEREAS, the Partners desire to amend certain provisions of the Partnership Agreement relating to the composition of the Partnership Governance Committee, actions by the Partnership Governance Committee, officers of the Partnership, and certain other matters;

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partners hereby agree as follows:

Section 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Partnership Agreement.

Section 2. Reconstitution. Pursuant to Section 11.10 of the Partnership Agreement, the Partnership is hereby reconstituted and continued.

Section 3. Effectiveness of Partnership Agreement. Except as amended by this Amendment, all terms and conditions of the Partnership Agreement shall remain in full force and effect among the Partners.

Section 4. Admission of Substitute Limited Partners. LHR is hereby admitted as a Limited Partner of the Partnership as the Substitute Limited Partner for CITGO LP. LHRA’s interest in the Partnership is hereby converted into a 1.00% limited partnership interest in the Partnership and LHRA shall hereby become a Limited Partner of the Partnership.

Section 5. Amendment to Section 2.3. Section 2.3 of the Partnership Agreement shall be amended by inserting the following sentence at the end thereof:

Notwithstanding the foregoing, nothing contained herein shall be construed to prohibit the Partnership from mortgaging, pledging and/or granting security interests in its assets or guaranteeing the obligations of any other person.

Section 6. Amendment to Section 3.2(A). Section 3.2(A) of the Partnership Agreement shall be amended to read as follows in its entirety:

The Partnership Governance Committee shall consist of representatives (each a “Representative”). Each General Partner shall designate three Representatives. All the Representatives of the General Partners shall together constitute the Partnership Governance Committee. Representatives shall not be employees of the Partnership or otherwise serve the Partnership in any capacity except that, as provided in Section 3.10., a Representative may also serve as a member of an Auxiliary Committee.

Section 7. Amendment to Section 3.7(B). Section 3.7(B) of the Partnership Agreement shall be amended to read as follows in its entirety:

All actions of the Partnership Governance Committee shall be determined by vote of the Representatives. Collectively, the Representatives shall have 100 votes. The Representatives of a General Partner shall have in the aggregate, such number of votes as is equal to the product of 100 and the sum of the Participation Percentages of such General Partner, its Affiliated Limited Partner and any other Partners or assignees of interests in the Partnership that are direct or indirect wholly owned subsidiaries of the Parent of which such General Partner is also a direct or indirect wholly owned subsidiary. The Representatives of each General Partner present at the meeting or voting by written consent shall together and by joint action cast all of the votes held by all of the Representatives of such General Partner.

Section 8. Amendment to Section 3.8. The introductory provision of Section 3.8 of the Partnership Agreement shall be amended to read as follows in its entirety:

Subject to Section 11.4. and Section 11.11.(A), no Partnership Governance Committee Action will be deemed for any purpose to have been taken at any Partnership Governance Committee meeting or by written consent unless and until 100 votes (constituting all the outstanding votes) are duly cast in favor of such Partnership Governance Committee Action which would cause or permit the Partnership (or an Person acting in the name or on behalf of the Partnership), directly or indirectly, to take (or commit to take) any of the actions (each a “Unanimous Partnership Governance Committee Action”) described below in this Section 3.8. (whether in a single transaction or series of related transactions):

Section 9. Amendment to Section 3.8(E). Section 3.8(E) of the Partnership Agreement shall be amended to read as follows in its entirety:

[Reserved]

Section 10. Amendment to Section 4.1. The first sentence of Section 4.1 of the Partnership Agreement shall be amended to read as follows in its entirety:

The officers of the Partnership shall consist of such officers, including a Chief Executive Officer (“CEO”), if any, and assistant officers and agents as may be deemed necessary or desirable by the Partnership Governance Committee.

Section 11. Amendment to Section 4.1. The third sentence of Section 4.1 of the Partnership Agreement shall be amended by the deletion of “except those of CEO and Secretary”.

Section 12. Amendment to Section 5.7. Section 5.7 of the Partnership Agreement shall be amended to read as follows in its entirety:

[Reserved]

Section 13. Amendment to Article 10. Article 10 of the Partnership Agreement shall be amended to read as follows in its entirety:

[Reserved]

Section 14. Amendment to Section 12.12(a). Section 12.12(a) of the Partnership Agreement shall be amended to read as follows in its entirety:

[Reserved]

Section 15. Amendment to Exhibit 1. The definition of “General Partners” as set forth in Exhibit 1 to the Partnership Agreement shall be amended by inserting the following three sentences at the end thereof:

The Partnership may have one or more General Partners. As of the date of the Third Amendment, the sole General Partner of the Partnership is Lyondell Refining Company LP, a Delaware limited partnership. Each provision of this Agreement that refers to more than one General Partner shall be read to mean the sole General Partner if at such time there is only one General Partner.

Section 16. Amendment to Exhibit 1. The definition of “Partners” as set forth in Exhibit 1 to the Partnership Agreement shall be amended to read as follows in its entirety:

The General Partner and the Limited Partners on the date of the Third Amendment until such Person ceases to be a partner of the Partnership.

Section 17. Amendment to Exhibit 1. The definition of “Partnership Governance Committee” as set forth in Exhibit 1 to the Partnership Agreement shall be amended by the deletion of the word “six”.

Section 18. Amendment to Exhibit 1. The definition of “Third Amendment” as set below shall be inserted in Exhibit 1 to the Partnership Agreement between the definitions of “Substitute Limited Partner” and “TMP”:

Third Amendment. The Third Amendment to Limited Partnership Agreement of the Partnership dated as of August 1, 2006 by and among Lyondell Refining Company LP, a Delaware limited partnership, Lyondell Refining Partners, LP, a Delaware limited partnership, Lyondell Houston Refinery Inc., a Delaware corporation, and Lyondell Houston Refinery A Inc., a Delaware corporation.

Section 19. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.

Section 20. Severability. In the event that any provision of this Amendment shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any Partner, be deemed severed from this Amendment and every other provision of this Amendment shall remain in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment, effective as of the date first listed above.

Lyondell Refining Company LP
By:	LRC Holdings GP LLC, its general partner
	By:	Lyondell Chemical Company, its sole member
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate
Lyondell Refining Partners LP
By:	Lyondell Refining GP LLC, its general partner
	By:	Lyondell Chemical Company, its sole member
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate
Lyondell Houston Refinery Inc.
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate

Lyondell Houston Refinery A Inc.
By:	/s/ Karen A. Twitchell
Name:	Karen A. Twitchell
Title:	Vice President and Treasurer

EX-10.24

Exhibit 10.24

*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed with the Securities and Exchange Commission.

CRUDE OIL SALES AGREEMENT

between

PDVSA-PETRÓLEO S.A.

and

LYONDELL-CITGO REFINING LP

dated

August 16, 2006

Table of Contents

		Page #
Part I DEFINITIONS AND CONSTRUCTION		1
Article 1 Definitions		1
1.1	Definitions	1
1.2	Construction	5
Part II SPECIAL TERMS		5
Article 2 Purchase and Sale		5
Article 3 Quantity		6
3.1	Contract Quantity	6
3.2	Mesa Crude Quantity	6
Article 4 Destination		6
Article 5 Price; Adjustment of Price Mechanism		6
5.1	Price	6
5.2	Adjustment of Price Mechanism	6
Article 6 Underlifting		7
Article 7 Payment Terms		7
7.1	Currency, Time and Place of Payment; Overdue Payments	7
7.2	Payment Expenses	8
7.3	Security for Payment	8
7.4	Suspension of Deliveries	8
Article 8 Duration		8
8.1	Initial Term	8
8.2	Renewal	9
8.3	Transition Period	9
Part III STANDARD TERMS		9
Article 9 Arrival Procedures and Lifting		9
9.1	Lifting Program	9
9.2	Substitution of Tankers	11
9.3	Advice of ETA	12
9.4	Notice of Readiness	12
9.5	Vessel Requirements; Security Regulations	12
Article 10 Loading Conditions; Demurrage		13
10.1	Berthing of Tankers; Commencement of Laytime	13
10.2	Shifting Loading Point of Tankers	14
10.3	Allowed Laytime	14
10.4	Adjustments to Laytime	15
10.5	Demurrage	15
10.6	Buyer’s Liability for Delay and Damage	17

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Article 11 Quantity Measurements		17
11.1	Determination of Quantity	17
11.2	Volume Corrections for Temperature	18
11.3	Conclusiveness of Measurements	19
Article 12 Quality		19
12.1	Determination of Quality	19
12.2	Analysis of Samples	19
12.3	No Warranties	20
Article 13 Delivery		20
13.1	Passing of Title	20
13.2	Port and Loading Expenses	20
13.3	Loading Port Regulations	20
13.4	Buyer’s Knowledge of Loading Port Facilities; Standard Procedures	20
Article 14 No Set-Off		21
Article 15 Notice of Claims		21
Article 16 Termination		21
16.1	Termination Events	21
16.2	Termination Not to Relieve Buyer of Obligations	23
16.3	Acceleration	23
16.4	Termination for an Insolvency Event	23
16.5	Termination Payment	23
16.6	Other Rights and Remedies	23
Article 17 Confidentiality		24
Article 18 No Third-Party Beneficiaries; Assignment		24
Article 19 Force Majeure		25
19.1	Relief from Liability	25
19.2	Notice	25
19.3	Payment for Oil Sold and Delivered	25
19.4	Obligation to Apportion	25
19.5	No Extension of Contract; Right to Terminate	25
Article 20 Arbitration; Governing Law		26
20.1	Settlement by Arbitration	26
20.2	Multiple Parties; Merger of Arbitrations	26
20.3	Governing Law	26
20.4	Buyer’s Waiver	26
Article 21 Representations and Warranties		26
21.1	Buyer Representations	26
21.2	Seller Representations	28
Article 22 Satisfactory Documentation		29
Article 23 Limitation of Liability		29
Article 24 Merger		29
Article 25 No Waiver; Cumulative Remedies		29

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Article 26 Severability of Provisions	30
Article 27 Notices	30
Article 28 Amendments and Waivers	31

iii

CRUDE OIL SALES AGREEMENT

This CRUDE OIL SALES AGREEMENT (this “Agreement”) is dated August 16, 2006, by and between PDVSA-Petróleo S.A., a corporation organized under the laws of the Bolivarian Republic of Venezuela (“Seller”), represented by its Executive Director, Supply and Marketing, Mr. Asdrúbal Chávez, and LYONDELL-CITGO Refining LP, a limited partnership organized under the laws of the State of Delaware (“Buyer”), represented by its Vice President and General Manager, Mr. William F. Thompson. Seller and Buyer may sometimes hereinafter be referred to individually as a “Party”, and, collectively, as the “Parties”.

RECITALS

WHEREAS, Buyer owns and operates a refinery and related facilities located in Houston, Texas (“Refinery”);

WHEREAS, Seller’s affiliate, CITGO Petroleum Corporation (“CITGO”), has entered into a Sale and Purchase Agreement with Lyondell Chemical Company (“Lyondell”), dated as of July 31, 2006 (the “SPA”), for the sale by CITGO and purchase by Lyondell of the CITGO LCR Interest (as defined in the SPA); and

WHEREAS, Seller desires to sell and deliver to Buyer, and Buyer wishes to purchase and receive from Seller, crude oil for processing at the Refinery commencing on August 1, 2006, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and conditions hereinafter set forth, the Parties hereby agree as follows:

PART I

DEFINITIONS AND CONSTRUCTION

Article 1

Definitions

1.1 Definitions. For purposes of this Agreement, the following terms, when capitalized, shall have the meanings indicated below:

(a) “Agreed Loading Range” shall mean the three (3) Day range for the arrival of a tanker set forth in an Agreed Lifting Program determined pursuant to Article 9.1;

(b) “Agreed Lifting Program” shall mean a final lifting program for a Month determined pursuant to Article 9.1;

(c) “Agreement” shall mean this Crude Oil Sales Agreement, including this Part I, the Special Terms contained in Part II hereof, the Standard Terms contained in Part III hereof, and all Exhibits attached hereto, as the same may be amended, modified or supplemented from time to time;

(d) “All Fast” shall mean such time as a tanker is completely moored at the cargo transfer point with gangway down and secured;

(e) “Allowed Laytime” shall mean the period of time which Seller shall be allowed, in accordance with Article 10.3, to complete the loading of a tanker without incurring demurrage;

(f) “API” shall mean the American Petroleum Institute;

(g) “ASBA” shall mean the Association of Ship Brokers and Agents;

(h) “ASTM” shall mean the American Society for Testing and Materials;

(i) “Barrel” shall mean a unit of volume equivalent to forty-two (42) Gallons;

(j) “BPD” means Barrels per Day;

(k) “Banking Day” shall mean any Day other than Saturday, Sunday or a Day on which banking institutions in New York, New York are authorized or required by law to close;

(l) “Business Day” shall mean any Day other than Saturday, Sunday or any national holiday in Venezuela;

(m) “Buyer” shall have the meaning set forth in the Preamble to this Agreement;

(n) “Calendar Quarter” shall mean any period of three (3) consecutive Months commencing January 1, April 1, July 1 or October 1;

(o) “Cargo” shall mean a vessel containing a quantity of Oil to be sold by Seller and purchased by Buyer in any Lifting Month;

(p) “CITGO” shall have the meaning set forth in the Recitals to this Agreement;

(q) “Contract Quantity” shall have the meaning set forth in Article 3;

(r) “Day” shall mean a calendar day;

(s) “Defaulting Party” shall have the meaning set forth in Article 16.4;

(t) “Disclosing Party” shall have the meaning set forth in Article 17;

(u) “Effective Date” shall mean August 1, 2006;

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(v) “ETA” shall mean estimated time of arrival;

(w) “FOB” shall have the meaning set forth in Incoterms (2000 edition) published by the International Chamber of Commerce, provided, however, that in the event of any conflict between the provisions of the Incoterms definition and the definitions of this Agreement, the provisions of this Agreement shall prevail;

(x) “Force Majeure” shall have the meaning set forth in Article 19.1;

(y) “Gallon” shall mean a unit of volume equal to 231 cubic inches, 3.7853 liters or 0.003785 cubic meters, all measured at 60°F (equivalent to 15.56°C) and an absolute pressure of 29.92 inches of mercury;

(z) “Guarantor” shall mean Lyondell;

(aa) “ICC Rules” shall have the meaning set forth in Article 20.1;

(bb) “Initial Term” shall mean a period beginning at 9:00 a.m. Central time on the Effective Date and ending at 11:59 p.m. Central Time on the last Day of the 60^th Month after the Effective Date;

(cc) “Insolvency Event” shall mean that an entity (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (1) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (2) is not dismissed, discharged, stayed or restrained in each case within fifteen (15) Days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator,

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conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within fifteen (15) Days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) above (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

(dd) “ISPS Code” shall have the meaning set forth in Article 9.5.1(d);

(ee) “Letter of Credit” shall have the meaning set forth in Article 7.3;

(ff) “Lifting Month” shall mean the Month in which a Cargo is programmed for lifting;

(gg) “Loading Port” shall mean one of the loading terminals for exports of Oil customarily used by Seller;

(hh) “Lyondell” shall have the meaning set forth in the Recitals to this Agreement;

(ii) “Lyondell Guarantee” means the guarantee by Lyondell of all of the obligations of Buyer under this Agreement which is executed and delivered on the date hereof in the form of Exhibit 4.

(jj) “Ministry” shall mean the Ministry of Energy and Petroleum of Venezuela;

(kk) “Month” shall mean a calendar month;

(ll) “Non-Defaulting Party” shall have the meaning set forth in Article 16.4;

(mm) “NOR” shall have the meaning set forth in Article 9.4;

(nn) “Oil” shall mean Venezuelan crude oil of the BCF-17, Merey-16 and Mesa types, typically having the characteristics within the ranges specified in Exhibit 1;

(oo) “Old CSA” shall have the meaning set forth in Article 8.3;

(pp) “Party” shall have the meaning set forth in the Preamble to this Agreement.

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(qq) “Receiving Party” shall have the meaning set forth in Article 17;

(rr) “Refinery” shall have the meaning set forth in the Recitals to this Agreement;

(ss) “Renewal Term” shall have the meaning set forth in Article 8.2;

(tt) “Security Regulations” shall have the meaning set forth in Article 9.5.1;

(uu) “Seller” shall have the meaning set forth in the Preamble to this Agreement;

(vv) “SPA” shall have the meaning set forth in the Recitals to this Agreement;

(ww) “S & W” shall mean sediments and water;

(xx) “Termination Agreement” shall mean that certain Termination Agreement entered into between Buyer and Seller relating to the termination of the Old CSA;

(yy) “Termination Payment” shall have the meaning set forth in the Termination Agreement;

(zz) “U.S. Dollars” or “U.S.$” and “cents” shall mean the lawful currency of the United States of America;

(aaa) “Venezuela” shall mean the Bolivarian Republic of Venezuela; and

(bbb) “Worldscale” shall mean, at any time under the Agreement, the most recent edition of the New Worldwide Tanker Nominal Freight Scale.

1.2 Construction. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. All headings herein are for convenience only and shall not affect the construction or interpretation of the Agreement. Unless otherwise specified, all references herein to Articles and Exhibits are to the Articles and Exhibits of the Agreement.

PART II

SPECIAL TERMS

Article 2

Purchase and Sale

Subject to the terms and conditions of this Agreement, Buyer shall purchase Oil from Seller and Seller shall sell Oil to Buyer.

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Article 3

Quantity

3.1 Contract Quantity. The total quantity of Oil to be sold by Seller and purchased by Buyer hereunder in any Month shall be equal to two hundred thirty thousand (230,000) Barrels times the number of Days in such Month, plus or minus five percent (5%), as determined in accordance with Article 9 (the “Contract Quantity”), provided, however, that the quantity of each type of Oil to be sold and purchased in any Month shall be as specified for such type in Exhibit 2.

3.2 Mesa Crude Quantity. During the first twelve (12) Months following the Effective Date of this Agreement, Buyer shall have the right, effective upon the giving of at least ninety (90) Days notice to Seller prior to any Month, to permanently terminate its obligation to purchase Oil of the Mesa type commencing as of the first Day of such Month and to replace such volume of Oil of the Mesa type with an identical volume of Oil of the BCF-17 type for the entire term of the Contract, such that the total Contract Quantity of Oil to be sold and purchased under the Agreement remains two hundred thirty thousand (230,000) Barrels per Day. If such right is not exercised during the first twelve (12) Months of this Agreement, Buyer shall have the additional right, effective upon the giving of at least ninety (90) Days notice to Seller prior to any Month, to terminate its obligation to purchase Oil of the Mesa type commencing as of the first Day of such Month and to reduce the Contract Quantity by the amount specified for such type of Oil in Exhibit 2.

Article 4

Destination

The Oil to be sold by Seller to Buyer shall be utilized exclusively at the Refinery, and Buyer shall not deliver any Cargo of Oil purchased from Seller hereunder to any other facility, except with the prior written consent of Seller. Upon Seller’s request, Buyer shall provide, for any Cargo of Oil delivered hereunder, a discharge certificate, which may consist of: (i) an independent inspector’s certificate of discharge, (ii) a customs fees receipt or other government document evidencing the port in which the Cargo of Oil was discharged, (iii) the exemption from customs fees at the port of discharge or (iv) any other document that Seller deems an appropriate substitute for the foregoing.

Article 5

Price; Adjustment of Price Mechanism

5.1 Price. The price for each type of Oil to be sold by Seller and purchased by Buyer hereunder shall be determined in accordance with the provisions of Exhibit 3.

5.2 Adjustment of Price Mechanism. Seller shall have the right at any time and from time to time, based on (i) discontinuance of the published market markers in the pricing formulas set forth in Exhibit 3, (ii) changes in circumstances which make the applicability of the published market markers in the pricing formula inconsistent with a competitive market-based pricing formula, or (iii) changes in the quality of one or more types of Oil, to notify Buyer that it wishes to adjust or amend the pricing provisions of Exhibit 3 with the objective of ensuring that

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the price of Oil reflects market conditions for similar crude oils. Seller’s notice shall state the proposed effective date thereof, which shall be no earlier than thirty (30) Days after the date of its notice; provided, however, that the succeeding provisions of this Article 5.2 shall only apply if such proposed adjustment or amendment is applicable to Seller’s publicly announced pricing formula for deliveries of Oil destined for ports in the U.S. Gulf Coast and the Caribbean and that the new price shall not apply to Oil already nominated by Buyer. Buyer shall then have thirty (30) Days in which to accept or reject such proposed changes. If Buyer accepts Seller’s proposal or does not notify Seller within such thirty (30) Day period that it rejects Seller’s proposal, then the provisions of Exhibit 3 shall be deemed amended in accordance with Seller’s proposal as of the effective date specified in Seller’s notice. If Buyer rejects Seller’s proposal, then the provisions of Exhibit 3 shall remain in effect and unchanged; provided, however, that Seller shall have the right to submit the matter to arbitration pursuant to Article 20. In such arbitration, each Party shall submit its proposed alternative pricing mechanism, and the arbitration panel shall determine the appropriate adjustments, if any, to be made to the pricing formulas as of the effective date specified in Seller’s notice.

Article 6

Underlifting

Buyer acknowledges that its commitment to purchase and Seller acknowledges that its commitment to deliver the Contract Quantity for each Month is of material importance to the Agreement. Except as otherwise provided in this Agreement and subject to the provisions of Article 9.1.4 and Article 19, if, in any Month, Buyer lifts or Seller delivers less than the Contract Quantity for such Month, the non-breaching Party shall have the right to recover its damages for the breaching Party’s breach of its lifting or delivery obligation, and in addition shall have the right, upon notice to the breaching Party given not later than ten (10) Days after the end of the underlifting or underdelivery Month, to reduce the Contract Quantity for subsequent Months by an amount per Day equal to the amount per Day not lifted or delivered in the under lifting or under delivery Month or to terminate the Agreement (it being understood that if the non-breaching Party does not exercise its right so to reduce or terminate, the breaching Party’s full obligation to purchase or sell hereunder shall remain in full force and effect).

Article 7

Payment Terms

7.1 Currency, Time and Place of Payment; Overdue Payments. Buyer shall make all payments required to be made by it hereunder in immediately available U.S. Dollars, without any discount or deduction whatsoever, by wire transfer to such account at such bank as may be designated by Seller from time to time. Payments in respect of Oil sold and delivered shall be made no later than thirty (30) Days after the date of the bill of lading therefor (bill of lading date excluded). All other payments to Seller shall be made thirty (30) Days after presentation by Seller of a written demand setting forth the provisions of the Agreement giving rise to the payment obligation, the nature of such obligation, and the amount thereof. If any payment hereunder is due on a Day which is not a Banking Day, such payment shall be due on the immediately preceding Banking Day. In the event that Buyer fails to make any payment when due, then, to the extent permitted by applicable law and without prejudice to the application of any other provision hereof or to any other remedy provided to Seller hereunder or otherwise

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(including, without limitation, Articles 7.3 and 7.4), interest shall accrue daily on the amount of the overdue payment, commencing on the date such payment was due, at a rate per annum equal to two percent (2%) above the prime rate in effect from time to time as announced by Citibank, N.A. at its principal office in New York, New York; it being understood and agreed that each change in the prime rate shall take effect on the Day on which such change is announced by Citibank, N.A. Interest shall be computed for the actual number of Days elapsed on the basis of a year consisting of three hundred sixty (360) Days, payable on demand.

7.2 Payment Expenses. Buyer shall bear all expenses and bank charges in connection with any payments made to Seller under this Agreement, including, without limitation, any costs of establishing and obtaining confirmation of a Letter of Credit referred to in Article 7.3.

7.3 Security for Payment. If at any time (i) Buyer fails to make any payment required to be made by it hereunder when and as the same shall become due and payable; (ii) Buyer defaults in any of its material obligations under this Agreement; (iii) the Lyondell Guarantee fails to be in full force and effect; or (iv) in Seller’s judgment, a deterioration in the financial condition of Buyer or Guarantor warrants a change in credit terms, then Seller shall have the right to require Buyer to make all payments required hereunder (whether due in respect of the purchase of Oil or otherwise) in advance in immediately available funds or, at Buyer’s option, by posting of an irrevocable documentary or standby letter of credit (“Letter of Credit”). The amount of the advance payment or Letter of Credit shall be equal to Seller’s estimate of the value of Oil for which the advance payment or a Letter of Credit is provided (which may be, at Seller’s discretion, for a particular shipment or for some or all shipments in a Month, plus ten percent (10%)), and paid or posted not later than seven (7) Business Days prior to the first Day of the Agreed Loading Range. Any such Letter of Credit shall be opened or confirmed by a first-class international bank satisfactory to Seller and shall be otherwise satisfactory in form and substance to Seller.

7.4 Suspension of Deliveries. If Buyer fails to (i) make any payment required to be made by it hereunder when and as the same shall become due and payable or (ii) make an advance payment or post a Letter of Credit as required in accordance with Article 7.3, then (in addition to all other rights or remedies provided to Seller pursuant to Article 16 or otherwise) Seller shall have the right at its sole discretion to suspend further deliveries of Oil until Buyer makes the required payment, together with any accrued interest thereon, or posts a Letter of Credit as required by Seller in accordance with Article 7.3.

Article 8

Duration

8.1 Initial Term. The Parties agree that, notwithstanding the date on which this Agreement has been entered into, this Agreement shall, as between the Parties, have effect from and including the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, shall remain in effect for the Initial Term. Notwithstanding anything in this Agreement that may be to the contrary, the Parties agree that a condition precedent to the effectiveness of this Agreement shall be the execution and delivery by the Parties of the Termination Agreement and the receipt by Seller of the Termination Payment as provided for therein.

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8.2 Renewal. The Agreement shall be renewed annually for twelve (12) Month terms after the Initial Term (each, a “Renewal Term”) unless earlier terminated by a Party in accordance with the provisions of this Agreement. Either Party may terminate the Agreement at the end of the Initial Term or any Renewal Term by delivering written notice of termination at least one year prior to the last Day of the Initial Term or to the Renewal Term in question.

8.3 Transition Period. The Parties acknowledge that immediately prior to the Effective Date, Buyer and Seller were parties to a Crude Supply Agreement dated May 5, 1993, as amended (the “Old CSA”) for the purchase and sale of similar volumes of the types of Oil to be purchased and sold by Buyer and Seller under this Agreement. The Parties further acknowledge that (i) this Agreement contains certain nomination and operational procedures that differ from those contained in the Old CSA, (ii) the nomination procedures under the Old CSA required some Cargos scheduled for delivery after the Effective Date of this Agreement to be nominated under the Old CSA in advance of the Effective Date of this Agreement, and (iii) it will require a period of not less than ninety (90) Days following the Effective Date in order to make a full transition to the nomination and operational procedures contained in this Agreement from those contained in the Old CSA. The Parties agree that the nomination and operational procedures contained in the Old CSA shall continue to apply and be followed until there is sufficient time in advance of a delivery Month in order for both Parties to nominate Cargos for such Month in full compliance with the timing of nominations and other operational procedures contained in this Agreement. Notwithstanding the application of any nomination or operational procedures of the Old CSA as agreed upon above, the Parties agree that the pricing formulas and mechanisms contained in this Agreement shall be applied to all Cargos lifted and having a bill of lading date after the Effective Date of this Agreement.

PART III

STANDARD TERMS

Article 9

Arrival Procedures and Lifting

9.1 Lifting Program.

9.1.1 At least thirty-five (35) Days before the beginning of the next programmed Lifting Month, Buyer shall furnish Seller with a lifting program for that Lifting Month, specifying the following:

(a) subject to Exhibit 2, the volumes of the types of Oil that Buyer desires to purchase during the applicable Lifting Month;

(b) a three (3) Day range for the arrival of each tanker;

(c) the approximate quantity of Oil to be lifted by each tanker;

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(d) the port of discharge of each Cargo (which may be “Houston, Texas or Texas City, Texas”);

(e) in the case of the lifting program for the following Lifting Month, (i) the name, size and dimensions of tankers designated for lifting during such Lifting Month; (ii) the names of the tanker’s agent and Buyer’s representative; (iii) documentation instructions; (iv) the distribution of the Oil to be loaded (e.g., commingled or segregated); (v) the name of the proposed independent inspector; and (vi) for at least the last ten (10) loading operations for crude oil for each nominated tanker, the volume loaded as measured on shore in shore tanks or by flow meters and the corresponding volume loaded as measured on board, such volume to be evidenced by documentation (including ullage and innage reports and onboard quantity and slop certificates) satisfactory to Seller; and

(f) an estimate of the volumes of the types of Oil that Buyer desires to purchase during the following three (3) Lifting Months.

If Buyer does not furnish Seller with a lifting program complying with the requirements of this Article 9.1.1 for the following Lifting Month within the period specified above, Buyer shall be required to accept the lifting program for such Lifting Month established by Seller. In any event, the tanker must be acceptable to Seller.

9.1.2 If the name of a tanker is not known at the time the lifting program for the following Lifting Month is furnished to Seller, Buyer shall notify Seller of such name and the other data referred to in Article 9.1.1 as soon as possible, but in any event not later than seven (7) Business Days prior to the first Day of the Agreed Loading Range for the unspecified tanker. Seller shall have the right to reject Buyer’s tanker nomination, in which case Buyer shall take immediate action to nominate another tanker acceptable to Seller. If the Parties do not reach agreement on nomination of another tanker at least five (5) Business Days prior to the first Day of the Agreed Loading Range, loading of the tanker shall be subject to berth, jetty, buoy, loading platform and loading system availability, as applicable.

9.1.3 Seller shall be deemed to have accepted Buyer’s lifting program for the following Lifting Month unless Seller has notified Buyer of alterations at least fifteen (15) Days prior to the beginning of such Lifting Month; provided, however, that any such alterations by Seller shall not affect the volume or type of Oil nominated by Buyer (subject to operational tolerance). Seller shall in any event notify Buyer within such time period of the Loading Ports to be used by Buyer’s tankers (subject to adjustment as provided in Article 9.1.5) and the name(s) of the independent inspector(s) proposed by Buyer and accepted by Seller for purposes of Articles 11 and 12. If Seller timely so notifies Buyer of alterations to the lifting program, Buyer shall be deemed to have agreed to those alterations unless, within five (5) Days after Buyer’s receipt of Seller’s notice, Buyer requests Seller to reconsider such alterations. Seller’s decision following any such reconsideration shall be final and binding on both Parties. If Seller notifies Buyer that it objects to an independent inspector nominated by Buyer, the Parties shall designate another independent inspector by mutual agreement. The lifting program as finally determined pursuant to the provisions of Article 9.1 for any Lifting Month is referred to herein as the

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“Agreed Lifting Program” for such Lifting Month, and the three (3) Day range for the arrival of any tanker contained in any Agreed Lifting Program is referred to herein as the “Agreed Loading Range” for such tanker.

9.1.4 In working toward each Agreed Lifting Program, the Parties shall cooperate with one another and exercise commercially reasonable efforts to achieve the objective that Oil be nominated, delivered and lifted on a ratable basis, taking into consideration turnarounds, planned and unplanned maintenance, and other operational considerations at the Loading Ports and the Refinery. The Parties expressly agree that Buyer shall have the right to reduce Oil nominations during scheduled maintenance turnarounds to volumes consistent with the reduced processing capacity of the Refinery as a result of such scheduled maintenance turnaround; provided that Buyer gives Seller not less than ninety (90) Days prior written notice of such scheduled maintenance turnaround. The Parties will cooperate in good faith to make up the deliveries of Oil not purchased by Buyer during the turnaround period, provided that Seller shall have no obligation to make up the volumes of Oil not purchased and delivered during such turnaround period.

9.1.5 Seller may notify Buyer that any tanker scheduled in an Agreed Lifting Program shall load the Oil at a Loading Port different from (but along the route that would otherwise have been used by Buyer to, or on the same coast as) the Loading Port previously specified pursuant to Article 9.1.3 or shall load the Oil at two (2) Loading Ports, provided that such notice is given by Seller (i) at least seventy-two (72) hours prior to the ETA of such tanker, if Buyer has notified Seller of an ETA falling within or after its Agreed Loading Range, or (ii) at least seventy-two (72) hours prior to the first Day of the Agreed Loading Range, if Buyer has notified Seller of an ETA which is earlier than the first Day of the Agreed Loading Range. Seller shall not be liable for any charges or expenses incurred by Buyer as a result of a shift from one Loading Port to another, or the specification of two (2) Loading Ports, as provided above.

9.1.6 Any deadfreight incurred as a result of Buyer’s nomination of a tanker whose dimensions are larger than those required to transport the Cargo it is scheduled to lift shall be for the sole account of Buyer, and Seller shall have no liability therefor by reason of its acceptance of Buyer’s nomination.

9.2 Substitution of Tankers. Buyer shall be entitled to substitute another tanker for any tanker designated in an Agreed Lifting Program; provided, however, that the substitute tanker shall have substantially the same characteristics (including carrying capacity) as the tanker previously nominated and accepted pursuant to Article 9.1 and shall meet the requirements for vessels loading at the particular Loading Port involved; and provided, further, that Buyer shall give Seller notice of the substitution not less than seventy-two (72) hours prior to the first Day of the Agreed Loading Range for the substituted tanker. In the event that Buyer substitutes a tanker other than in accordance with the provisions of this Article 9.2, Seller may in its sole discretion refuse to load such tanker, or it may load such tanker at any Loading Port on any Day it may specify, whether or not within the Agreed Loading Range for such tanker, and Seller shall in no event be liable for demurrage, deadfreight or any other charges with respect to the loading of any such tanker.

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9.3 Advice of ETA. Buyer shall arrange for each tanker to advise the Loading Port operator and the vessel agent (with a copy to Seller delivered by e-mail or facsimile) of its ETA at each of the following times:

(a) immediately upon the tanker’s leaving its last port of call before the Loading Port or ninety-six (96) hours before ETA, whichever is later;

(b) seventy-two (72) hours before ETA;

(c) forty-eight (48) hours before ETA;

(d) twenty-four (24) hours before ETA; and

(e) immediately upon learning of any material change in its ETA.

Seller shall not be liable for demurrage, deadfreight or any other charges in respect of any delay in loading attributable to the failure of a tanker to give notice of its ETA at any of the times enumerated above.

9.4 Notice of Readiness. The Buyer, its representative or the master of the tanker (who shall be deemed to be acting on Buyer’s behalf) shall give notice of readiness of the tanker to load (“NOR”) to the vessel agent and the Loading Port operator (with a copy to Seller delivered by e-mail or facsimile). NOR shall not be given until the tanker (i) has anchored at the customary anchorage area at the Loading Port, (ii) has been granted free pratique, (iii) has received the necessary clearance by customs and all other governmental authorities and (iv) is ready in all other respects to load; provided, however, that NOR may be given before the conditions specified in clauses (ii) and (iii) above have been satisfied if, in accordance with the practice at the Loading Port, such conditions may be satisfied only after the tanker has been brought to the loading point. If, notwithstanding having tendered NOR, the tanker is found not to be ready to load, such NOR will be disregarded and Buyer shall be obligated to give a new NOR when it is in fact ready to load.

9.5 Vessel Requirements; Security Regulations.

9.5.1 Buyer represents and warrants, and covenants, that each vessel used for loading Oil under this Agreement:

(a) shall be owned or demised-chartered by a member of the International Tanker Owners Pollution Federation Limited (ITOPF), carry on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage, (CLC certificate) issued to it by a signatory state, and comply with the International Safety Management (ISM) code;

(b) shall be covered, without expense by Seller, by insurance protecting against any and all liabilities from pollution issued by an internationally recognized protection and indemnity club and international recognized insurers in an amount not less than one billion U.S. Dollars (U.S.$1,000,000,000), or such greater amounts as may become available in the insurance market and generally obtained by prudent owners of similar vessels;

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(c) shall have a policy on drug and alcohol abuse which meets or exceeds the standards in the Oil Company International Marine Forum Guidelines, dated June 1995, and take proper measures to ensure compliance therewith; and

(d) shall comply with the International Code for Security of Ships and of Port Facilities (“ISPS Code”) and relevant amendments to Chapter XI of the International Convention for the Safety of Life at Sea, and similar laws and regulations pertaining to the security of ports, terminals and facilities (“Security Regulations”), and provide to Seller, prior to loading, a copy of the vessel’s International Ship Security Certificate according to the ISPS Code.

9.5.2 Buyer shall be responsible for any costs or expenses in respect of the vessel (including any demurrage, retention, delay or other charges, fees or duties) imposed at the Loading Port resulting directly from the vessel agent’s or vessel’s failure to comply with the Security Regulations or the imposition of special security measures, inspections or other actions by authorities at the Loading Port based on the vessel’s ten (10) prior ports of call, as established in the ISPS Code, and shall reimburse Seller for any such costs or expenses actually incurred by Seller. Notwithstanding any prior acceptance of the vessel by Seller, if at any time the vessel ceases to comply with the requirements of the ISPS Code, (i) Seller shall have the right not to berth the nominated vessel (and any demurrage shall be for the account of Buyer), and (ii) Buyer shall be obligated to substitute a vessel in compliance with the ISPS Code.

9.5.3 Seller shall procure that the Loading Port complies with the requirements of the Security Regulations. Prior to loading of the vessel, Seller shall provide Buyer with a copy of the International Port Security Certificate in accordance to the ISPS Code. Seller shall be responsible for any costs or expenses in respect of the vessel (including any demurrage, retention, delay or other charges, fees or duties) resulting directly from the failure of the Loading Port to comply with the Security Regulations, and shall reimburse Buyer for any such costs or expenses actually incurred by Buyer.

9.5.4 If the maritime security is affected by any event or circumstance, as defined in the ISPS Code, which is not imputable to either Party, and special security measures or actions are required to be taken by the port authorities or the vessel, any cost or expense for demurrage, retention or delay shall be shared equally by Buyer and Seller.

Article 10

Loading Conditions; Demurrage

10.1 Berthing of Tankers; Commencement of Laytime

10.1.1 Subject to the provisions of Articles 10.1.2 and 10.1.3, Seller shall provide a safe loading point at the Loading Port for each tanker designated in accordance with the provisions of Article 9, which loading point may be a berth, dock, anchorage, sea terminal, sea

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buoy mooring, submarine loading line or other place, including alongside lighters, or other vessels, at which the tanker may at all times lie safely afloat. In the event that a tanker arrives within its Agreed Loading Range, then laytime shall commence at the earlier of (i) six (6) hours after NOR or (ii) when the tanker is All Fast; provided, however, that any NOR given within the last two (2) hours in which the Loading Port is open shall be deemed given when the Loading Port next opens.

10.1.2 Seller shall not be obligated to provide a loading point for any tanker arriving after the last Day of its Agreed Loading Range. Notwithstanding the foregoing, in the event that a tanker arrives after the last Day of its Agreed Loading Range, Seller will make reasonable efforts to receive the tanker as soon as possible; provided, however, that if so received, laytime shall begin at the commencement of loading, and Seller shall be liable only for demurrage, and in no event shall Seller be liable for deadfreight or other charges in connection with loading.

10.1.3 Seller shall not be obligated to provide any tanker arriving prior to its Agreed Loading Range with a loading point until the first Day of its Agreed Loading Range. If Seller does provide a loading point prior to the first Day of its Agreed Loading Range, then laytime shall commence at the earlier of (i) six (6) hours after the Loading Port opens on the first Day of the Agreed Loading Range for such tanker and (ii) commencement of loading.

10.2 Shifting Loading Point of Tankers. Seller shall have the right to shift tankers at the Loading Port from one berth to another, provided that all expenses incurred in connection therewith shall be borne by Seller and all time expended in such shifting of tankers shall count as laytime. Notwithstanding the provisions of the preceding sentence, the expenses incurred in connection with a shifting of any tanker which is attributable to one of the events referred to in Article 10.4 shall be borne by Buyer, the time consumed during such shifting shall not count as laytime, and Seller shall not be obligated to provide such tanker with a loading point until a loading point becomes available.

10.3 Allowed Laytime. Except as otherwise agreed in writing, Seller shall have an Allowed Laytime of thirty-six (36) hours to complete the loading of the quantity of Oil nominated and accepted. In the event that an Agreed Lifting Program provides for loading of Buyer’s tanker at two (2) Loading Ports, or Seller notifies Buyer pursuant to Article 9.1.5 that loading shall be at two (2) Loading Ports, the Allowed Laytime shall be increased twelve (12) hours per each additional Loading Port, and laytime shall commence at each additional port at NOR plus six (6) hours or when the vessel is All Fast, whichever occurs first. The Allowed Laytime shall be further increased by two (2) hours for each additional grade of Oil loaded at a Loading Port. Laytime shall cease upon the disconnection of delivery hoses after the completion of loading, provided that there shall not be counted as laytime in any such case the time consumed from the time at which delivery hoses are disconnected at the first Loading Port until the time that laytime would commence at the second Loading Port pursuant to the provisions of Article 10.1. Notwithstanding the foregoing, the Parties agree that laytime shall re-start if Cargo documentation has not been delivered to the Buyer’s vessel within four (4) hours after disconnection of hoses.

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10.4 Adjustments to Laytime. In the event that the loading of any tanker is delayed, directly or indirectly, for any of the following reasons, whether occurring prior to, during or after the berthing or commencement of loading of the tanker:

(a) regulations or decisions of Buyer, or of the owner or operator of the tanker, prohibiting or restricting loading at any time;

(b) lightering at Buyer’s request;

(c) delay or suspension in loading due to failure of Buyer to comply with any provision of the Agreement;

(d) more than one stoppage in loading as a result of Buyer’s instructions as to distribution of the Oil in the tanker;

(e) the condition or facilities of the tanker, or any other reason attributable to or within the reasonable control of Buyer or the tanker;

(f) regulations of the Loading Port operator, port authorities or the Government of Venezuela or any political subdivision or agency thereof, including, but not limited to, regulations or decisions closing the Loading Port, prohibiting night traffic or berth maneuvering or prohibiting or restricting loading for any reason;

(g) customs or customs clearance procedures, or time required in order to be granted free pratique;

(h) inspection, gauging and measurement of vessel tanks or valves before, during and after loading;

(i) maneuvering of tanker from anchorage until all fast at the loading point, beginning with the earlier of pilot on board or anchor weigh;

(j) bad weather, rough seas, fires or explosions; or

(k) any of the events listed in Article 19.1 and not specifically listed above, or any other event of Force Majeure;

then the amount of time during which the loading of such tanker is so delayed shall not count as laytime; provided, however, that in the event the loading of any tanker is delayed due to bad weather or rough seas, then one-half the period of delay shall count as laytime. Notwithstanding the foregoing, Seller will make reasonable efforts to berth vessels in their order of arrival in case of delay due to bad weather or Force Majeure.

10.5 Demurrage.

10.5.1 Seller shall pay Buyer demurrage for any hour or part of an hour of laytime in excess of the Allowed Laytime for the tanker involved, at a rate equal to: (i) if the

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tanker is spot-chartered or voyage-chartered, the rate specified in the charter party for the tanker (it being understood that Seller shall in no event be obligated to pay Buyer more demurrage than the amount of demurrage Buyer can demonstrate has actually been paid to the tanker owner in accordance with the terms of the charter party), or (ii) if the tanker is owned by Buyer (or one of its affiliates) or is under time charter, the demurrage assessment of a member of ASBA utilizing the nominated quantity, the route taken and the first Day of the Agreed Loading Range. Buyer shall select the member of the ASBA to make such assessment and shall be solely responsible for all costs and expenses associated therewith. Notwithstanding the foregoing, to avoid administrative time and expenses, Buyer shall not make, and Seller shall not be obligated to pay, any claim for demurrage of less than one thousand five hundred U.S. Dollars (U.S.$1,500). The right of Buyer to demurrage pursuant to this Article 10.5 shall constitute Buyer’s exclusive remedy with respect to any failure of Seller to complete the loading of any tanker within the Allowed Laytime.

10.5.2 Buyer shall submit any claim for demurrage to Seller at its office in Caracas, Venezuela, together with all pertinent supporting documentation within ninety (90) Days of the bill of lading date. The claim may be submitted via e-mail, facsimile or courier service, and shall consist of the following information and supporting documentation:

(a) Buyer’s calculations of demurrage and the amount claimed in U.S. Dollars;

(b) copies of the notices of ETA as stipulated in this Agreement and as advised by the vessel directly to Seller or by the vessel agent based upon vessel instructions to the agent;

(c) copies of the NORs at the Loading Port(s);

(d) copies of the statement of facts/time log of the vessel master, port agent, master’s agent or the terminal representative attending the vessel at the Loading Port and the inspection company;

(e) copies of all letters of protest issued by or to the master of the vessel;

(f) if the vessel was voyage-chartered by Buyer, a copy of the fixture recap of the broker’s fixture advice which reflects the demurrage rate, and a copy of the vessel owner’s demurrage invoice; and

(g) if the vessel was owned or time-chartered by the Buyer, a copy of the demurrage assessment obtained pursuant to Article 10.5.1.

Seller shall not be liable to Buyer in respect of (and Buyer shall be deemed to have waived) any claim for demurrage which does not contain the information required by this Article 10.5.2 within ninety (90) Days after the bill of lading date.

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10.6 Buyer’s Liability for Delay and Damage.

10.6.1 Buyer shall pay Seller its actual costs, expenses or damages (including demurrage charges payable to third parties) incurred for each hour or part thereof that loading is delayed due to any of the reasons specified in (a), (b), (c), (d) or (e) of Article 10.4.

10.6.2 Each tanker shall clear berth as soon as loading is completed and the delivery hoses are disconnected. Buyer shall pay Seller its actual costs, expenses or damages (including demurrage charges payable to third parties) incurred for each hour or part thereof in excess of two (2) hours that the tanker remains in berth subsequent to completion of loading and disconnection of the delivery hoses. Notwithstanding the foregoing, Buyer shall not be liable for the costs set forth above for all time in excess of four (4) hours after hoses have been disconnected, if (i) the reason for Buyer’s vessel not vacating the berth is Seller’s failure to deliver Cargo documents to Buyer’s vessel within such four (4) hour time period, or (ii) such delay is the result of a Force Majeure event at the Loading Port or the berthing facilities. Notwithstanding the foregoing, if such delay is a result of the circumstances set forth in Article 10.4(j), then Buyer shall be liable for one-half of the expenses described above.

10.6.3 In the event that for any reason Buyer’s tanker causes damage to any facilities at the Loading Port and Seller is not timely compensated by the tanker causing the damage, then (i) Buyer shall reimburse Seller for the cost of repair or replacement of such facilities, (ii) any delay in loading the tanker as a result of such damage shall not be counted as laytime for such tanker, and (iii) Buyer shall pay Seller its actual costs, expenses or damages (including demurrage charges to third parties) incurred for each hour or part thereof that any loading point may not be used as a result of such damage. Should any such damage occur, Buyer shall post such security for the payments provided in the preceding sentence as Seller may request; it being understood that Seller may detain the tanker at the Loading Port until such security shall have been posted.

Article 11

Quantity Measurements

11.1 Determination of Quantity. The volume of each loading of Oil shall be determined by an independent inspector selected as provided in Article 9.1.3, whose fees shall be shared equally by the Parties. Measuring and gauging shall be performed in accordance with one of the following measurement systems in decreasing order of preference, depending on the operational conditions prevailing at the Loading Port involved. Seller and Buyer or their respective representatives may witness the taking of the measurements.

(a) Flow meters installed on loading lines: Such meter measurements shall be taken immediately before, during and after loading. When measurements are made with positive displacement meters, the meters and associated measurement testers will be installed, maintained and calibrated according to the latest revision of API-Manual of Petroleum Measurement Standards (API-MPMS), Chapter 6.5, “Metering Systems for Loading and Unloading Marine Bulk Carriers”; Chapter 4.2, “Conventional Pipe Provers”; Chapter 4.8, “Operation of Proving Systems”; Chapter 7,

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“Temperature Determination”; and Chapter 5.2, “Measurement of Liquid Hydrocarbons by Displacement Meters”. If turbine meters are used, gauging will follow the latest revision of API-MPMS, Chapter 5.3, “Measurement of Liquid Hydrocarbons by Turbine Meters”, for the meters and measurement testers. Calculation of metered quantity shall follow API-MPMS, Chapter 12.2, “Calculation of Liquid Petroleum Quantities measured by Turbine or Displacement Meters”.

(b) Shore tanks: The shore tanks shall have been calibrated on a periodic basis according to the latest revision of API-MPMS, Chapter 2. The measurement of tank contents shall be performed according to the latest revisions of API-MPMS, Chapter 3, “Tank Gauging”, and Chapter 7, “Temperature Determination”. The independent inspector shall ensure that all equipment used in the performance of this work is calibrated and in good working order. Volume calculations shall follow the latest revision of API-MPMS, Chapter 12.1, “Calculation of Static Petroleum Quantities”, Part 1, “Upright Cylindrical Tanks and Marine Vessels”. In the absence of methods contained in Article 11.1 (a) or (b) above, disport flow meters, or static shore tank measurements shall be utilized to measure the quantity of the Cargo. If neither of these methods are available, the quantity of the Cargo shall be determined by utilizing the methodology for “Volume Measured on Board” specified below in Article 11.1(c).

(c) Volume measured on board: Volume measurements on board the vessel shall be made in accordance with the latest edition of the API-MPMS, Chapter 17, “Marine Measurement” and its subparts. The onboard quantity (including free water) measured prior to loading shall be deducted from the total observed volume measured after loading. Volume corrections in respect of temperature shall then be effected at 60ºF (equivalent to 15.56ºC) in accordance with the latest revision of ASTM D1250-80 or API-MPMS, Chapter 11.1, “Volume Correction Factors” at Seller’s choice, thereby arriving at the gross standard volume. Such gross standard volume shall then be further corrected by dividing it by the current vessel experience factor, determined in accordance with the latest revision of API-MPMS, Chapter 17.9, “Vessel Experience Factors”. S & W, determined in the manner provided in Article 12.2, together with any increase in free water shall then be deducted from the volume determined above in order to arrive at the volume for purposes of the bill of lading and the invoice.

11.2 Volume Corrections for Temperature. Except in the case that quantity measurements are made pursuant to the provisions of Article 11.1(c), in which case temperature corrections shall be made in the manner and at the time specified in that Article, temperature readings shall be taken in accordance with the methods listed below in decreasing order of preference, depending on operational conditions prevailing at the Loading Port involved: (i) the flow-weighted average temperature taken at regular times during loading by Seller or its agents at flow meters; and (ii) the temperature taken in shore tanks by Seller or its agent. Temperature

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corrections at 60ºF (equivalent to 15.56ºC) will then be effected for all volume determinations in accordance with ASTM-1250 or API MPMS, Chapter 11.1, at Seller’s choice, provided that temperature corrections shall not be made in the case that volume is determined by way of flow meters pursuant to Article 11.1(a) and temperature compensators at 60º F (equivalent to 15.56º C) are integrated into the meter system. S & W, determined in the manner provided in Article 12.1(i), (ii) or (iii), as the case may be, and Article 12.2, shall be deducted from the volume corrected for temperature as provided above in order to arrive at the volume for purposes of the bill of lading and invoice.

11.3 Conclusiveness of Measurements. Quantity and temperature measurements witnessed by the independent inspector as provided in this Article 11 shall be final and binding on the Parties, except in the case of manifest error. In any event, without prejudice to the right of either Party to pursue a claim in accordance with Article 15, the determination of the independent inspector shall govern for purposes of the quantity stated in the bill of lading and the obligation of Buyer to make payment in accordance with the provisions of Article 7.

Article 12

Quality

12.1 Determination of Quality. Sampling for quality of the Oil loaded in each shipment shall be witnessed by the independent inspector in accordance with the latest revision of API-MPMS, Chapter 8.2, “Standard Practice for Automatic Sampling of Liquid Petroleum and Petroleum Products”, or ASTM D-4177, at Seller’s choice, where Oil is measured by flow metering, and API-MPMS, Chapter 8.1, “Standard Practice for Manual Sampling of Petroleum and Petroleum Products”, or ASTM D-4057, at Seller’s choice, where Oil is measured by tank gauging. Buyer and Seller or their representatives may witness the taking and testing of samples. Quality shall be determined by using the methods listed below in decreasing order of preference, depending on the operational conditions prevailing at the Loading Port involved: (i) from samples drawn from automatic samplers installed in the loading lines; (ii) from samples drawn from the isolated storage shore tanks delivering the Oil; or (iii) from a composite sample obtained in proportional parts from the vessel’s tanks. The samples thus drawn shall be mixed and equally filled in seven (7) containers of one Gallon each and finally sealed. Three (3) of such sealed containers shall be delivered to the local office of the Ministry at the Loading Port (or to the address notified by the Ministry), one shall be handed over to the master of the tanker and one (1) to the independent inspector, and two (2) shall be kept by Seller for ninety (90) Days after the date of the bill of lading.

12.2 Analysis of Samples. The independent inspector shall witness quality tests for sulfur, salt and Reid vapor pressure on the samples according to the latest revision of ASTM or API-MPMS procedures, at Seller’s choice. Gravity tests on all Oil shall be made in accordance with the latest revision of API-MPMS, Chapter 9.1, or ASTM D1298-80, at Seller’s choice. S & W shall be established in each case pursuant to the latest revision of ASTM D-4007 or API Chapter 10-3, at Seller’s choice, in tests witnessed by the independent inspector. Quality tests conducted in accordance with the above provisions shall be final and binding upon the Parties for invoicing purposes, but without prejudice to the right of either Party to pursue a claim.

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12.3 No Warranties. Seller makes no warranties regarding any Oil sold hereunder and does not guarantee or warrant the suitability of any Oil sold hereunder for any purpose whatsoever except that Seller warrants that (i) each grade of Oil sold and delivered under this Agreement shall meet the definition and typical specifications of each grade of Oil as set forth in Exhibit 1 and shall be typical of Oil sold and delivered to Seller’s other export customers, and (ii) Seller has good and marketable title to all Oil sold to Buyer under this Agreement. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, BUYER HEREBY RELEASES SELLER FROM ANY AND ALL WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Article 13

Delivery

13.1 Passing of Title. Delivery of the Oil shall be made in bulk to Buyer FOB the applicable Loading Port to tankers to be provided by Buyer. Delivery shall be deemed completed when the Oil passes the permanent flange connection of the delivery hose at the Loading Port. At that point, Seller’s responsibility with respect to the Oil shall cease, and Buyer shall assume all risk of loss of or damage to, and deterioration or evaporation of, the Oil so delivered. Any loss of or damage to Oil or any property of Seller or of any other person during loading which is in any way attributable to the tanker or its officers or crew shall be borne by Buyer.

13.2 Port and Loading Expenses. All expenses ashore pertaining to the pumping of the Oil from shore tanks to tankers shall be borne by Seller, including, but not limited to, wharfage, dockage and quay dues (if any) at the Loading Port. Seller shall pay all export taxes or duties imposed by Venezuela or any political subdivision or taxing authority thereof. All other expenses pertaining to the loading of any tanker, including, without limitation, all tanker agency fees, anchorage, tonnage, towage, pilotage, customs, consular, entrance, clearance and quarantine fees, port dues and all charges and expenses relating to berthing and unberthing of tankers, shall be borne by Buyer.

13.3 Loading Port Regulations. All laws, rules and regulations now or hereafter in existence relating to operations at the Loading Ports shall apply to all tankers provided by Buyer, including, without limitation, any regulations relating to (i) the prevention and control of fires and water pollution and (ii) lead-free and segregated or clean ballast. Buyer shall reimburse Seller or its agent for any expenses they may incur as a result of the noncompliance by any such tanker with any such applicable law, rule or regulation, including, without limitation, any expenses incurred by Seller or its agent in connection with the extinguishing of fires, the repair of damage caused thereby, the cleaning-up of water pollution and the payment of any charges assessed by the Government of Venezuela or any political subdivision or agency thereof.

13.4 Buyer’s Knowledge of Loading Port Facilities; Standard Procedures.

13.4.1 Buyer hereby acknowledges that it is fully familiar with the facilities and conditions at the Loading Ports, including the loading conditions and procedures and the

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facilities for the storage and delivery of the Oil. The facilities and conditions at the Loading Ports may be changed at any time. Buyer also acknowledges that standard procedures in effect at the Loading Ports from time to time relating, inter alia, to quality and quantity measurements, safety in loading, and inspection of vessel tanks, shall supplement (but not conflict with) the procedures specified herein. Seller shall supply Buyer with a copy of such procedures upon Buyer’s request.

13.4.2 Seller makes no representations, express or implied, concerning navigational conditions in public channels or waterways to be utilized by the tanker in order to reach or depart the loading point which may require the exercise of special precautions or safety measures; it being understood that the operator of the tanker shall be responsible for making a thorough check of any navigational conditions as are likely to exist at the approaches of the Loading Port about the time of its arrival so as to prevent and avoid any hazards or controllable risks.

Article 14

No Set-Off

Without prejudice to Buyer’s right subsequently to assert claims it may have under the Agreement by notices pursuant to Article 15 or in arbitration proceedings pursuant to Article 20, all payments required to be made by Buyer hereunder shall be made punctually and without set-off or deduction whatsoever for any claims which Buyer or any other party may now have or hereafter acquire against Seller. Without limiting the foregoing, Buyer shall not be entitled to reduce or delay payment of the amount invoiced by Seller for any Oil on the basis that a dispute exists as to the quality or quantity of Oil recorded as having been delivered on the applicable certificate.

Article 15

Notice of Claims

Any claim which Buyer may have arising out of or relating to the Agreement must be notified to Seller: (i) within ninety (90) Days after the date of the bill of lading for the shipment involved, if such claim is for demurrage (any such claim must be accompanied by complete substantiation and a copy of the charter party, if any, for the tanker); (ii) within ninety (90) Days after the date on which the loading of any shipment is completed, if such claim relates to the quantity or quality of Oil in such shipment; or (iii) within ninety (90) Days after the occurrence of the events giving rise to such claim, if such claim involves any other matter relating to the Agreement. Seller shall not be liable to Buyer in respect of (and Buyer shall be deemed to have waived) any claim which is not so notified to Seller, and Buyer shall reimburse Seller for any expenses, including attorneys’ fees, which Seller incurs in connection with the defense of any such claim.

Article 16

Termination

16.1 Termination Events. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time:

(a) By written agreement of Seller and Buyer;

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(b) By Seller, upon written notice to Buyer, if one or more of the following events of default shall have occurred and be continuing:

(i) Buyer defaults in any of its material obligations under this Agreement (including its obligation to lift Oil), and, except as set forth in Article 16.1(b)(iv), such default continues unremedied for a period of sixty (60) Days;

(ii) Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) fails to pay any amount owed to Seller as required in Article 7 (or under the Lyondell Guarantee or any replacement therefor) or the general financial responsibility of Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) has become impaired so as, in Seller’s reasonable judgment, to affect adversely the ability of Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) to perform its obligations under the Agreement (or under the Lyondell Guarantee or any replacement therefor) (notwithstanding any arrangement securing payment that may exist under the terms of the Agreement), or any arrangement securing payment hereunder has become impaired;

(iii) the Lyondell Guarantee, at any time, ceases to be in full force and effect;

(iv) there occurs an Insolvency Event with respect to Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor);

(v) an assignee of Buyer which was a wholly owned subsidiary of Buyer at the time of an assignment made in accordance with Article 18 ceases to be wholly owned;

(vi) any law, rule, regulation or decree of any competent authority restricts the ability of Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) to obtain U.S. Dollars for payments to be made under this Agreement (or under the Lyondell Guarantee or any replacement therefor); or

(vii) any representation or warranty made by Buyer (or the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) to Seller hereunder or otherwise proves to be false or incorrect in any material respect; or

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(c) By Buyer, upon written notice to Seller, if one or more of the following events of default shall have occurred and be continuing:

(i) Seller defaults in any of its material obligations under this Agreement (including its obligation to deliver Oil), and such default continues unremedied for a period of sixty (60) Days;

(ii) there occurs an Insolvency Event with respect to Seller; or

(iii) any representation or warranty made by Seller to Buyer hereunder or otherwise proves to be false or incorrect in any material respect.

16.2 Termination Not to Relieve Buyer of Obligations. No termination of this Agreement, whether pursuant to this Article 16, Article 7.4 or otherwise, shall relieve Buyer of any of its obligations to make any payment required of it hereunder.

16.3 Acceleration. In the event that (i) Buyer fails to make any payment required to be made by it under the Agreement when and as the same shall become due and payable or (ii) Seller exercises its right to terminate the Agreement pursuant to any provision hereof, then, notwithstanding anything herein to the contrary, any obligation of Buyer to make any payment under the terms of the Agreement shall be accelerated and such payment shall become immediately due and payable.

16.4 Termination for an Insolvency Event. Each Party acknowledges that this Agreement is a “Forward Contract” as defined in United States Bankruptcy Code (11 U.S.C. Sec. 101(25)). If a Party (the “Non-Defaulting Party”) terminates this Agreement pursuant to Article 16.1 by reason of one or more events of default of the other Party (the “Defaulting Party”), (i) the Defaulting Party shall have no right to recover damages or other compensation from the Non-Defaulting Party and (ii) the Non-Defaulting Party, in addition to any rights or remedies it may have under this Agreement or otherwise, shall have the right to recover damages or other compensation from the Defaulting Party in respect of the quantities of Oil that would have been sold or purchased, as the case may be, hereunder in the absence of a termination.

16.5 Termination Payment. In the event that Seller shall be obligated to return, for any reason, the Termination Payment and such amount is not repaid by Buyer (or paid to Seller by the Guarantor or any successor thereto under the Lyondell Guarantee or any replacement therefor) within five (5) Banking Days after written demand therefor by Seller, then Seller shall have the right, upon the giving of written notice to Buyer, to terminate this Agreement.

16.6 Other Rights and Remedies. The right to terminate under this Article 16 shall be in addition to any other rights or remedies (including, but not limited to, the right to seek damages) provided to such Party under this Agreement or otherwise.

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Article 17

Confidentiality

Either Party (the “Receiving Party”) receiving information from the other Party (the “Disclosing Party”) agrees that all information obtained in connection with the Agreement from the Disclosing Party by any officer, director, employee, agent or other representative of the Receiving Party shall be treated as the confidential property of the Disclosing Party, and such confidential property shall not be disclosed without the consent of the Disclosing Party; provided, however, that the Receiving Party may disclose such information, including the contents of this Agreement, (a) pursuant to governmental, judicial and regulatory requirements to which the Receiving Party is subject if, in the Receiving Party’s judgment, such disclosure by the Receiving Party is judicially mandated or otherwise required by law or regulation and the failure to so disclose could subject the Receiving Party to civil or criminal action or penalties, and (b) to the Receiving Party’s financial advisors, attorneys, accountants and potential financing sources who agree to keep such information confidential as required hereby. When such disclosure is required pursuant to a subpoena, each Party shall use its best efforts (including, but not limited to, seeking judicial appeal of such requirement) to have the information maintained as confidential and shall disclose the minimum information necessary to satisfy such requirements. In the event that the Receiving Party becomes legally compelled to disclose any of such information pursuant to a subpoena, the Receiving Party shall provide the Disclosing Party with notice of such event promptly upon its obtaining knowledge thereof (provided that the Receiving Party is not otherwise prohibited by law, regulation or legal process from giving such notice) so that the Disclosing Party may seek a protective order or other appropriate remedy. When information is requested pursuant to a subpoena, in the event that such protective order or other remedy is not obtained or is not otherwise available, the Receiving Party shall furnish only that portion of such information that is legally required to be disclosed and in a manner reasonably designed to preserve its confidential nature. In the event that either Party makes a disclosure contrary to the provisions of this Article 17, the other Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to obtain injunctive relief prohibiting the Receiving Party from disclosing such confidential information, notwithstanding any monetary remedy which may be available to the Disclosing Party. This obligation shall be of a continuing nature and shall not be cancelled by the expiration, suspension or termination of this Agreement.

Article 18

No Third-Party Beneficiaries; Assignment

Nothing in this Agreement is intended or shall be construed to confer upon or give to any person or entity any rights as a third-party beneficiary of this Agreement or any part hereof. Buyer shall not assign to any person or entity any right or interest in this Agreement or delegate to any third party any of its obligation hereunder without the consent of Seller; provided, however, that Buyer may assign this Agreement to a wholly owned subsidiary without the prior consent of, but upon notice to, Seller so long as the Lyondell Guarantee (i) is modified to cover the obligations of such assignee and (ii) remains in full force and effect as to Buyer and such subsidiary. Notwithstanding any such assignment to a wholly owned subsidiary of Buyer, Buyer shall remain jointly and severally liable to Seller for the obligations of such assignee under this Agreement. In the event of any purported assignment or delegation by Buyer in contravention of

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the provisions of this Agreement, Seller shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to Buyer. Seller may freely assign this Agreement to any of its subsidiaries or affiliates.

Article 19

Force Majeure

19.1 Relief from Liability. Neither Party to this Agreement shall be liable for demurrage, loss, damage, claims or demands of any nature arising out of delays or defaults in performance under this Agreement due to any cause reasonably beyond its control (“Force Majeure”), which shall include, but not be limited to: (i) acts of God or of the public enemy; floods or fire; hostilities or war (whether declared or undeclared); (ii) blockade; labor disturbances, strikes, riots, insurrections or civil commotion; quarantine restrictions or epidemics; (iii) electrical shortages or blackouts; earthquakes; tides, storms or bad weather at the Loading Port; (iv) accidents; breakdown or injury to producing or delivering facilities in Venezuela or the Refinery and related storage facilities and pipelines; (v) closing of, or restrictions placed on, ports, docks, or ship channels at the Loading Ports or Buyer’s discharge points in Houston, Texas or Texas City, Texas; and (vi) interruption or decline of Seller’s supply of Oil, or other shortage of Oil for export from Venezuela, whether due to increased domestic demand or otherwise; or laws, decrees, regulations, orders, governmental mandate or other directives or actions of general application of the Government of Venezuela or any agency thereof or of a person or authority purporting to act therefor.

19.2 Notice. A Party claiming Force Majeure shall promptly notify the other Party of the occurrence of the event of Force Majeure relied upon and the expected duration thereof. The Party claiming Force Majeure shall use commercially reasonable efforts to give the other Party notice of termination of the event of Force Majeure and the date when performance is expected to resume.

19.3 Payment for Oil Sold and Delivered. Nothing in this Article 19 shall relieve Buyer of its obligation to pay in full for Oil sold and delivered hereunder and for all other amounts due to Seller from Buyer under this Agreement.

19.4 Obligation to Apportion. If, as a result of Force Majeure, Seller at any time does not have available a sufficient amount of Oil for export, after supplying domestic demand for end use in Venezuela, to supply the aggregate amount of Oil to be sold by it hereunder to Buyer and under such commitments as Seller may have with its other customers, Seller shall take reasonable actions to arrange an equitable proration of Oil available from its own production for export among its existing contractual customers, including Buyer; it being understood that the occurrence of an event of Force Majeure shall not under any circumstances require Seller to purchase crude oil from any Party to sell to Buyer.

19.5 No Extension of Contract; Right to Terminate. The occurrence of an event of Force Majeure shall not operate to extend the period of this Agreement. Should any such event curtail or suspend the performance of either Party hereunder for a period in excess of sixty (60) Days, either Party shall have the right to terminate this Agreement upon notice to the other Party.

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Article 20

Arbitration; Governing Law

20.1 Settlement by Arbitration. All disputes arising under or in connection with this Agreement shall be finally settled by arbitration under the Rules of Arbitration (“ICC Rules”) of the International Chamber of Commerce in effect at such time. The place of arbitration shall be Paris, France and the language of the arbitration shall be English. The number of arbitrators shall be three (3), and the arbitrators shall apply the substantive law of the Cayman Islands to the merits of the dispute. Any arbitral award relating to the performance by either Party of its Obligations under this Agreement shall be (i) reasoned in accordance with Article 25.2 of the ICC Rules, (ii) in writing, and (iii) final and binding on all parties to the arbitration. Any arbitral award may be confirmed or embodied in any order or judgment of any court of competent jurisdiction.

20.2 Multiple Parties; Merger of Arbitrations.

20.2.1 In the event that an arbitral proceeding is brought by Seller under the Lyondell Guarantee, Buyer hereby agrees, for the benefit of Seller, that Seller shall have the right to name Buyer as a Party therein in accordance with ICC Rules; it being understood and agreed that, for purposes of Section 20.1 of this Agreement, Buyer and Guarantor shall together have the right to choose a single arbitrator in any such proceeding for the purpose of the ICC Rules and Buyer shall act as Guarantor’s representative for all purposes of such proceeding.

20.2.2 In the event that an arbitration proceeding is brought pursuant to Article 20.1 and a separate arbitration proceeding is brought pursuant to the Lyondell Guarantee relating to any dispute arising out of or in connection with any single transaction, a series of transactions, or a related set of facts or circumstances, the Parties agree that such arbitrations shall be merged and consolidated in accordance with ICC Rules.

20.3 Governing Law. The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the Cayman Islands, as in effect on the date hereof, without giving effect to any of its principles of conflicts of laws.

20.4 Buyer’s Waiver. To the extent the same may be applicable, Buyer hereby waives all causes of action and remedies to which Buyer is or may become entitled under the Texas Deceptive Trade Practices Act.

Article 21

Representations and Warranties

21.1 Buyer Representations. Buyer represents and warrants to Seller that:

(a) Buyer is a limited partnership duly organized and validly existing under the laws of the State of Delaware having the legal capacity to enter into and perform its obligations under this Agreement;

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(b) the execution and performance by Buyer of this Agreement has been duly authorized by all necessary corporate action;

(c) this Agreement has been duly executed by Buyer and, assuming the due authorization and execution of this Agreement by Seller, constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms;

(d) neither the execution of this Agreement by Buyer nor the performance by Buyer of its respective obligations hereunder will conflict with or result in any breach of, or constitute a violation of or default under, any applicable law, the charter or by-laws of Buyer, or any indenture, mortgage, deed of trust, or other instrument or agreement (including, without limitation, any negative pledge or similar clause), to which Buyer or any of its affiliates is a party, or by which any of them may be bound, or to which any of their property or assets may be subject;

(e) no lawsuit or other proceeding is pending or, to the knowledge of Buyer, threatened against Buyer which, if determined adversely thereto, may materially and adversely affect its business or financial condition or the consummation of the transactions contemplated by, or the performance of its obligations under, this Agreement; and no action or proceeding has been instituted, and no order, decree, injunction or judgment of any kind from any court or other governmental authority has been issued, to avoid, restrain or in any other manner prevent the consummation of the transactions contemplated by this Agreement;

(f) Buyer delivered to Seller on the date hereof the Lyondell Guarantee, which has been duly authorized and executed by Lyondell, and which is in full force and effect in accordance with its terms;

(g) Buyer is purchasing Oil hereunder exclusively for processing by Buyer at the Refinery;

(h) Buyer has not been contacted by or negotiated with any finder, broker or other intermediary for the purchase of Oil hereunder, and no person or entity is entitled to any compensation with respect to this Agreement or the sale of Oil hereunder; and

(i) no director, employee or agent of Buyer has given or will give any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement, it being agreed that representatives of Seller may audit the applicable records of Buyer solely for the purpose of determining whether there has been compliance with this clause (i).

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21.2 Seller Representations. Seller represents and warrants to Buyer that:

(a) Seller is a corporation duly organized and existing under the laws of Venezuela having the legal capacity to enter into and perform this Agreement;

(b) it has obtained all necessary authorizations from the competent governmental authorities for the execution of this Agreement and the performance of its obligations hereunder;

(c) the execution and performance by Seller of this Agreement has been duly authorized by all necessary corporate action;

(d) this Agreement has been duly executed by Seller and, assuming the due authorization and execution of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms;

(e) neither the execution of this Agreement by Seller nor the performance by Seller of its obligations hereunder will conflict with or result in any breach of, or constitute a violation of or default under, any applicable law, its charter or by-laws, or any indenture, mortgage, deed of trust, or other instrument or agreement (including, without limitation, any negative pledge or similar clause), to which Seller or any of its affiliates is a party, or by which any of them may be bound, or to which any of their property or assets may be subject;

(f) no lawsuit or other proceeding is pending or, to the knowledge of Seller, threatened against Seller which, if determined adversely to Seller, may materially and adversely affect its business or financial condition or the consummation of the transactions contemplated by, or the performance of its obligations under, this Agreement; and no action or proceeding has been instituted, and no order, decree, injunction or judgment of any kind from any court or other governmental authority has been issued, to avoid, restrain or in any other manner prevent the consummation of the transactions contemplated by this Agreement;

(g) Seller has not been contacted by or negotiated with any finder, broker or other intermediary for the sale of Oil hereunder, and no person or entity is entitled to any compensation with respect to this Agreement or the sale of Oil hereunder; and

(h) no director, employee or agent of Seller has given or will give any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement, it being agreed that representatives of Buyer may audit the applicable records of Seller solely for the purpose of determining whether there has been compliance with this clause (h).

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Article 22

Satisfactory Documentation

Each Party shall promptly provide to the other Party each of the following: (i) a list of those individuals authorized to represent such Party in its dealings with the other Party; (ii) a certificate of the Secretary or other similar officer of such Party certifying as to the incumbency of each officer executing this Agreement on its behalf; and (iii) documentation evidencing the authority of each person executing this Agreement on its behalf to act in such capacity. Each Party shall at all times keep current the list described in clause (i) of this Article 22. Buyer shall promptly furnish to Seller such information or documentation concerning the financial and corporate status of Buyer and Lyondell as Seller may from time to time reasonably request.

Article 23

Limitation of Liability

Neither Party shall be liable for any consequential, indirect or special losses or damages of any kind arising out of or in any way connected with the performance of or failure to perform this Agreement, including, but not limited to, losses or damages resulting from shutdown of plants or inability to perform sales or any other contracts arising out of or in connection with the performance or nonperformance of this Agreement.

Article 24

Merger

This Agreement is a complete and exclusive statement of all terms and conditions governing the sale and delivery of the Oil and, except as may be provided in the Termination Agreement, supersedes all prior agreements between Buyer and Seller, written or oral, relating thereto. No prior contract or course of dealing between the Parties, and no statement of any agent, employee or representative of Seller or Buyer made prior to the execution of this Agreement, shall be admissible in construing the terms of this Agreement.

Article 25

No Waiver; Cumulative Remedies

Except as specifically provided in this Agreement, no failure or delay on the part of either Party in exercising any right, power or remedy hereunder and no course of dealing between the Parties hereto shall operate as a waiver by either Party of any such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Without prejudice to Article 23 and except to the extent otherwise expressly provided in this Agreement, all rights, powers and remedies provided hereunder are cumulative and not exclusive of any rights, powers or remedies provided by law or otherwise. Except as required by this Agreement, no notice or demand upon either Party in any case shall entitle such Party to any other or future notice or demand in similar or other circumstances or constitute a waiver of the right of either Party to take any other or further action in any such circumstances without notice or demand.

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Article 26

Severability of Provisions

26.1 If any provision of this Agreement shall be found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition, or unenforceability without invalidating the remaining provisions hereof which shall remain in force and effect, and the finding of any such illegality, prohibition, or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.

26.2 If any provision of this Agreement is so found to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it legal, valid and enforceable.

26.3 The Parties agree, in the circumstances referred to in Article 26.1, to negotiate in good faith to agree on a legal, valid and enforceable provision to substitute for any illegal, invalid or unenforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision.

26.4 If the Parties are unable to reach an agreement regarding a substitute provision within a period of thirty (30) Days of the commencement of the negotiations referred to in Article 26.3, then either Party shall be entitled to refer the matter to arbitration under Article 20 of this Agreement.

Article 27

Notices

All notices and other communications given under this Agreement shall be in writing and shall be effective upon receipt by the addressee as provided below or, in the case of notice by e-mail or confirmed facsimile when sent as provided below:

To Seller:	PDVSA-Petróleo S.A.
	Avenida Libertador
	Edificio Petróleos de Venezuela
	Torre Oeste Piso 7
	La Campina
	Caracas 1060-A Venezuela
Att’n.	Ms. Beatriz Blanco
Facsimile	58-212-708-3186
E-mail	blancob@pdvsa.com

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Copy to:	PDVSA-Petróleo S.A.
	Avenida Libertador
	Edificio Petróleos de Venezuela
	Torre Este Piso 10
	La Campina
	Caracas 1060-A Venezuela
Att’n.	General Counsel
Facsimile	58-212-708-4666
To Buyer:	LYONDELL-CITGO Refining LP
	12000 Lawndale
	Houston, TX 77017
Att’n.	Vice-President, General Manager
Facsimile	713-321-6900
E-mail	william.thompson@lyondell-citgo.com
Copy to:	Chief Legal Counsel
Facsimile	713-321-5397
E-mail	nancy.corbet@lyondell-citgo.com

or at such other address, e-mail or facsimile as may be notified by either Party to the other Party in the manner above provided. Any change of a Party’s address, e-mail or facsimile shall be advised to the other Party by written notice delivered at least fifteen (15) Days prior to the effective date of the change.

Article 28

Amendments and Waivers

Any amendment or modification to this Agreement must be made upon the express written agreement of both Parties, and any waiver of any provision of this Agreement by either Party must be upon the express written agreement of such Party.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives on the date first above written.

	PDVSA-PETRÓLEO S.A.
	By	/s/ Asdrúbal Chávez
Witness		Asdrúbal Chávez Executive Director, Supply and Marketing
	LYONDELL-CITGO REFINING LP
/s/ Nancy Corbet	By	/s/ William F. Thompson
Witness		William F. Thompson Vice President and General Manager

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EXHIBIT 1

SPECIFICATIONS

The Oil to be sold by Seller and purchased by Buyer under this Agreement shall be crude oil of the “Merey-16”, “BCF-17” and Mesa” types, whose typical characteristics are set forth below.

TYPICAL ANALYSIS OF MEREY-16 CRUDE OIL
°API (Gravity)	16.0
VISCOSITY (CST 100°F)	461.8
WATER AND SEDIMENT (% Vol)	£1
SULFUR (% wgt)	2.80
RVP (pound/in2)	1.55
POUR POINT (°C)	-12
TYPICAL ANALYSIS OF BCF-17 CRUDE OIL
°API (Gravity)	16.9
VISCOSITY (CST 100°F)	320.9
WATER AND SEDIMENT (% Vol)	£1
SULFUR (% wgt)	2.53
RVP (pound/in2)	4.3
POUR POINT (°C)	-25
TYPICAL ANALYSIS OF MESA CRUDE OIL
°API (Gravity)	30.0
VISCOSITY (CST 100°F)	11.21
WATER AND SEDIMENT (% Vol)	£1
SULFUR (% wgt)	1.01
RVP (pound/in2)	1.1
POUR POINT (°C)	-21

The foregoing typical analysis does constitute any representation or other assurance, express or implied, by Seller as to the marketability, fitness or suitability of the Oil for any purpose or use by Buyer.

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EXHIBIT 2

QUANTITY OF EACH TYPE OF OIL

The quantity of each type of Oil to be delivered by Seller and purchased by Buyer each Month shall be as specified in the table below:

TYPE	QUANTITY MBD
BCF-17	110-140
Merey-16	75-105
Mesa	15
TOTAL	230

In any Month, Buyer may increase or decrease the quantity specified above for BCF-17 and Merey-16 so long as (i) the aggregate quantity of BCF-17 and Merey-16 nominated is two hundred fifteen thousand (215,000) Barrels for each Day of such Month, plus or minus five percent (5%), (ii) the quantity of BCF-17 nominated is not less than one hundred ten thousand (110,000) Barrels for each Day of such Month and (iii) the quantity of Merey-16 nominated is not less than seventy-five thousand (75,000) Barrels for each Day of such Month.

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EXHIBIT 3

PRICE

A. Formula Prices

The price of each type of Oil to be sold and purchased hereunder shall be calculated with respect to each delivery in accordance with the formula prices set forth below:

In the case of Oil of the Merey-16 or BCF-17 type:

P = 0.6 * (WTS + F.O.6 3%S) - 0.2 * WTI + K

In the case of Oil of the Mesa type:

P = 0.4 * WTS + 0.3 * (LLS + F.O.6 3%S) + K

Where:

(1) “P” means the price per barrel in U.S. Dollars, rounded to the nearest cent;

(2) “WTS” means the average of the Platt’s prices for West Texas Sour Crude Oil (Midland) for the Five-Day Period;

(3) “WTI” means the average of the Platt’s prices for West Texas Intermediate Crude Oil, First Month, at Cushing (Okla.) for the Five-Day Period;

(4) “LLS” means the average of the Platt’s prices for Light Louisiana Sweet (St. James) spot price for the Five-Day Period;

(5) “F.O.6 3%S” means the average of the Platt’s prices for Fuel Oil having 3% Sulfur content for the Five-Day Period; and

(6) “K” means the constant term of the formula for the respective crude oil, expressed in U.S. Dollars per Barrel, which shall be announced by Seller from time to time, according to market conditions;

and where, for purposes of (2) through (5) above:

(a) The “Platt’s Price” for any Day means (i) in the case of WTS and LLS crude oils, the average of the high and low spot prices for such crude oils as quoted for such Day in Platt’s Crude Oil Marketwire (Spot Assessment Section); and (ii) in the case of Fuel Oil No.6 having 3% Sulfur content, the average of the high and low spot prices for such Fuel Oil as quoted for such Day in Platt’s Oilgram U.S. Marketscan (U.S. Gulf Section, Waterborne Column); and

(b) “Five-Day Period” means, with respect to the price determination for any delivery, the following five (5) Days:

(i) the Day (a) on which the Bill of Lading is issued in the case of tankers whose loading commences within the Agreed Loading Range, (b) the middle Day of the Agreed Loading Range in the case of tankers whose loading commences before the first Day of the Agreed Loading Range and (c) the middle Day of the Agreed Loading Range in the case of tankers whose loading commences after the last Day of the Agreed Loading Range; provided, however, that if any such Day is a Day for which the relevant quotations do not regularly appear in the publications referred to above, then in determining the Day applicable pursuant to this clause (i), reference in each case shall be made to the succeeding Day for which such quotations are regularly published, except that in the case of Saturdays or Fridays for which such quotations are not so published, reference shall be made to the preceding Day for which such quotations are regularly published;

(ii) the two (2) Days (other than Saturdays, Sundays or other Days for which the relevant quotations do not regularly appear in the publications referred to above) preceding the Day determined pursuant to clause (i) above; and

(iii) the two (2) Days (other than Saturdays, Sundays or other Days for which the relevant quotations do not regularly appear in the publications referred to above) succeeding the Day determined pursuant to clause (i) above.

An additional adjustment to the price of BCF-17 (or any types of crude oil other than Mesa or Merey-16 agreed to by the Parties) will be made to reflect differences in gravity and sulfur content. The formula price for Merey-16 will be applicable to all crude oils with both an API gravity of 15-27 degrees and a sulfur content of 0.6-3%. The formula price for Mesa will be applicable to all crude oils with both an API gravity of 26-37 degrees and a sulfur content of 0.2-2.5%. The adjustment shall be made with differential values published by the Ministry for each of the applicable API and sulfur content ranges. A further adjustment will be made to Oil loaded at ports in Lake Maracaibo in order to reflect the value of the Bar Toll (as published in Worldscale).

***

C. Resales or Deliveries at Other Destinations

The price determined pursuant to the provisions of this Exhibit 3 shall be applicable to Cargos of Oil unloaded by Buyer in the United States of America and delivered to and utilized at the Refinery. In the event that any Cargo of Oil sold and purchased under this Agreement is taken to any other refining, storage or facility, then the price for such Cargo shall be automatically adjusted to the highest price which Buyer would have been charged for such delivery (irrespective of the place of unloading) under any of Seller’s crude oil sales contract then in effect.

EXHIBIT 4

FORM OF LYONDELL GUARANTEE

This GUARANTEE, dated August 16, 2006 (this “Guarantee”), by Lyondell Chemical Company, a Delaware corporation organized under the laws of the State of Delaware (“Guarantor”), for the benefit of PDVSA-Petróleo S.A., a corporation organized under the laws of the Bolivarian Republic of Venezuela (together with any assignee permitted under the CSA, as defined below, “Seller”) in connection with that certain Crude Oil Sales Agreement, dated August 16, 2006 (the “CSA”), between Seller and LYONDELL-CITGO Refining LP, a limited partnership organized under the laws of the State of Delaware (together with any assignee permitted under the CSA, “Buyer”). Guarantor and Seller may be sometimes hereinafter referred to individually as a “Party”, and, collectively, as the “Parties”. Capitalized terms used but not defined in this Guarantee shall have the meanings ascribed to them in the CSA.

W I T N E S S E T H:

WHEREAS, pursuant to the SPA and pursuant to the various documents to be delivered thereunder, Guarantor has become the indirect owner of all of the issued and outstanding equity interests in Buyer;

WHEREAS, in order to induce Seller to enter into the CSA with Buyer, Guarantor has agreed to guarantee the obligations of Buyer under the CSA; and

WHEREAS, the Parties hereto desire to set forth the terms and conditions pursuant to which Guarantor shall guarantee the obligations of Buyer under the CSA.

NOW, THEREFORE, the Parties hereto, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, do hereby agree as follows:

1. (a) Guarantor hereby acknowledges that it is fully aware of the terms and conditions of the CSA and the transactions contemplated thereby, and Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, without set-off or deduction, to Seller, all of Buyer’s obligations accruing under the CSA (including, but not limited to, the payment by Buyer of all amounts payable by Buyer under the CSA) with respect to (i) Oil sold and delivered under the CSA on or after the Effective Date and (ii) the Cargos, in each case when and as due under the CSA (all such payment obligations with respect to (i) and (ii), the “Obligations”).

(b) Guarantor waives notice of the acceptance of this Guarantee, demand for payment from Buyer or any other person, and notice of nonpayment, diligence, presentment, protest or dishonor (to the fullest extent permitted by law), and all other demands or notices whatsoever other than the request for payment hereunder. The obligations of Guarantor shall be absolute and (except as expressly set forth in paragraph (a) above) unconditional and shall remain in full force and effect until satisfaction of all Obligations under this Section 1. This

Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned by Seller upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, or similar proceeding with respect to Buyer, all as though such payment had not been made.

(c) The obligations of Guarantor under this Section 1 shall not be affected by any amendment, waiver or other modification of the CSA except to the extent of such amendment, waiver or other modification. In addition, the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of Guarantor under this Section 1: (i) the exercise or non-exercise by Seller under the CSA of any right to require security in respect of Buyer’s obligations to make payment thereunder, or the existence of any such security; (ii) the extension of the time for or waiver of, at any time or from time to time, without notice to Guarantor, Buyer’s performance of or compliance with any of their obligations under the CSA (except that such extension or waiver shall be given effect in determining the obligations of Guarantor hereunder); (iii) any assignment, transfer or other arrangement by which Buyer transfers its rights under the CSA; (iv) any merger or consolidation of Buyer or Guarantor into or with any other person; or (v) any change in the ownership of any shares of capital stock of, or interests in, Buyer. This Guarantee is an absolute, present and continuing guarantee of payment and not merely of collectibility, and is in no way conditional or contingent upon any attempt to collect from Buyer any unpaid amounts due or otherwise to enforce performance by Buyer. Without limiting the generality of the foregoing, Guarantor specifically agrees that it shall not be necessary or required that Seller file suit or proceed to obtain or assert a claim for personal judgment against Buyer for the Obligations (except as expressly provided in paragraph (a) of this Section 1 with the respect to any disputed amount thereof), or foreclose against or seek to realize upon security, if any, at any time existing for the Obligations, before or as a condition of enforcing the liability of Guarantor under this Guarantee.

(d) Guarantor hereby unconditionally waives any requirement that, as a condition precedent to the enforcement of the obligations of Guarantor hereunder, Buyer be joined as a Party to any proceedings for the enforcement of any provision of this Guarantee.

2. This Guarantee shall not be deemed to create any right in any person or entity except Seller, its successors and assigns, and shall not be construed in any respect to be an agreement in whole or in part for the benefit of any other person or entity.

3. No amendment of, or supplement to, this Guarantee nor any waiver or modification of, or consent under, the terms hereof shall be effective unless evidenced by an instrument in writing signed by Guarantor and Seller.

4. All payments by Guarantor hereunder shall be made in U.S. Dollars.

5. All disputes arising under or in connection with this Guarantee shall be finally settled by arbitration under the Rules of Arbitration (“ICC Rules”) of the International Chamber of Commerce in effect at such time. The place of arbitration shall be Paris, France and the language of the arbitration shall be English. The number of arbitrators shall be three (3), and the arbitrators shall apply the substantive law of the Cayman Islands to the merits of the dispute.

Any arbitral award shall be (i) reasoned in accordance with Article 25.2 of the ICC Rules, (ii) in writing, and (iii) final and binding on all Parties to the arbitration. Any arbitral award may be confirmed or embodied in any order or judgment of any court of competent jurisdiction.

6. In the event that an arbitral proceeding is brought by Seller under the CSA, Guarantor hereby agrees that Seller shall have the right to name Guarantor as a Party therein in accordance with ICC Rules; it being understood and agreed that, for purposes of Section 5 of this Guarantee, Buyer and Guarantor shall together have the right to choose a single arbitrator in any such proceeding for the purpose of the ICC Rules and Buyer shall act as Guarantor’s representative for all purposes of such proceeding. Any arbitral award relating to the performance by Buyer of its Obligations shall be final and binding as to the Buyer, Guarantor and Seller. In the event that an arbitration proceeding is brought pursuant to Section 5 and a separate arbitration proceeding is brought pursuant to the CSA regarding any dispute arising out of or in connection with any single transaction, a series of transactions, or a related set of facts or circumstances, Guarantor and Seller agree that such arbitrations shall be merged and consolidated in accordance with ICC Rules.

7. This Guarantee shall be binding upon the successors and assigns of Guarantor and shall inure to the benefit of, and shall be enforceable by, Seller and its successors and assigns to the fullest extent permitted by applicable law.

8. All requests, notices or other communications hereunder shall be in writing, addressed as follows:

If to Guarantor:

Lyondell Chemical Company

One Houston Center

1221 McKinney Street, Suite 700

Houston, Texas, USA 77010

Attention: Treasurer

Telephone: (713) 309-2665

Facsimile: (713) 309-2143

with a copy to:

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas, USA 77002

Attn.: Hugh Tucker

Telephone: (713) 229-1656

Facsimile: (713) 229-2856

If to Seller:	PDVSA-Petróleo S.A.
	Avenida Libertador
	Edificio Petróleos de Venezuela
	Torre Oeste Piso 7
	La Campina
	Caracas 1060-A Venezuela
	Attn.: Ms. Beatriz Blanco
	Facsimile: 58-212-708-3186
	with a copy to:
	PDVSA-Petróleo S.A.
	Avenida Libertador
	Edificio Petróleos de Venezuela
	Torre Este Piso 10
	La Campina
	Caracas 1060-A Venezuela
	Attn.: General Counsel
	Facsimile: 58-212-708-4666

9. No failure on the part of Seller to exercise, no delay in exercising, and no course of dealing with respect to, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude any further exercise of any other right or remedy.

10. The place of execution and delivery hereof notwithstanding, this Guarantee shall be governed by and construed in accordance with the laws of the Cayman Islands, as in effect on the date hereof, without giving effect to any of its principles of conflicts of laws.

11. If any provision of this Agreement shall be found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition, illegality or unenforceability without invalidating the remaining provisions hereof which shall remain in force and effect, and the finding of any such prohibition, illegality or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. If any provision of this Agreement is so found to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it legal, valid and enforceable.

13. The Parties agree, in the circumstances referred to in Section 12, to negotiate in good faith to agree on a legal, valid and enforceable provision to substitute for any illegal, invalid or unenforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision.

14. If the Parties are unable to reach an agreement regarding a substitute provision within a period of thirty (30) Days of the commencement of the negotiations referred to in Section 13, then either Party shall be entitled to refer the matter to arbitration under Section 5 of this Guarantee.

15. Guarantor agrees to pay to Seller any and all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by Seller in enforcing this Guarantee (unless it is determined that no Obligation was due and payable hereunder).

16. Subject to the provisions of Section 1 hereof, upon termination of the CSA and satisfaction of all obligations of the Buyer thereunder and the Guarantor hereunder, this Guarantee shall terminate.

17. By its signature below the Guarantor represents and warrants that to Seller that the execution, delivery and performance of this Guarantee has been duly authorized by all necessary corporate action on the part of Guarantor and is a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

18. This Guarantee is executed in English and in the event of any conflict between the English version and any translation hereof, the English version shall control.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be duly executed as a deed this sixteenth (16^th) day of August, 2006.

WITNESS:	LYONDELL CHEMICAL COMPANY
/s/ Michelle S. Miller	By:	/s/ T. Kevin DeNicola
Name: Michelle S. Miller	Name:	T. Kevin DeNicola
	Title:	Senior Vice President, Chief Financial Officer

EXECUTED AS A DEED THIS SIXTEENTH (16^th) DAY OF AUGUST, 2006:

PDVSA-PETRÓLEO S.A.

By:	/s/ Asdrúbal Chávez
Name:	Asdrúbal Chávez
Title:	Executive Director, Supply and Marketing

WITNESS:

Name:

EX-99.2

EXHIBIT 99.2

SALE AND PURCHASE AGREEMENT

between

CITGO PETROLEUM CORPORATION

and

LYONDELL CHEMICAL COMPANY

dated as of

July 31, 2006

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	1
Section 1.2	Construction	9
ARTICLE II SALE AND TRANSFER OF CITGO LCR INTEREST; CLOSING		9
Section 2.1	Sale and Transfer of CITGO LCR Interest	9
Section 2.2	Purchase Price	9
Section 2.3	Closing; Closing Date	10
Section 2.4	Deliveries at the Closing	10
Section 2.5	Closing Inventory Adjustment	11
Section 2.6	Closing Net Working Capital Adjustment	11
Section 2.7	Hurricane Rita Insurance Proceeds	12
Section 2.8	Waiver of Rights under the LCR Partnership Agreement	13
Section 2.9	Condition of the Physical Assets	13
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		13
Section 3.1	Organization and Qualification	13
Section 3.2	Due Authority	14
Section 3.3	Conflicts and Approvals	14
Section 3.4	Litigation	14
Section 3.5	Ownership of the CITGO LCR Interest	14
Section 3.6	No Brokers	14
Section 3.7	No Foreign Person	15
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER		15
Section 4.1	Organization and Qualification	15
Section 4.2	Due Authority	15
Section 4.3	Conflicts and Approvals	15
Section 4.4	Litigation	15
Section 4.5	No Brokers	15
Section 4.6	No Other Negotiations	16
Section 4.7	Purchase as Investment	16
ARTICLE V COVENANTS		16
Section 5.1	Third-Party Notices; Consents; Litigation	16
Section 5.2	Further Assurances	17
Section 5.3	Use of Name	17
Section 5.4	Taxes	17
Section 5.5	Oklahoma State Tax Payment	18
Section 5.6	Change in Use of Bond-Financed Facilities	19
Section 5.7	Access; Records	19
Section 5.8	Independent Investigation	20
Section 5.9	Pipeline Line Space	20
Section 5.10	Broker Fees	21
Section 5.11	Obligations of LCR	21

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Section 5.12	MTBE Matters	21
Section 5.13	Employee Matters	22
Section 5.14	Transfer of CITGO LCR Interest	23
ARTICLE VI INDEMNIFICATION AND REMEDIES		23
Section 6.1	Survival	23
Section 6.2	Indemnification Provisions for Benefit of Buyer	23
Section 6.3	Indemnification Provisions for Benefit of Seller	23
Section 6.4	Indemnification Procedures; Matters Involving Third Parties	23
Section 6.5	Determination of Recovery	24
Section 6.6	Limitations on Liability	25
Section 6.7	Mutual Release	26
Section 6.8	Governing Law	27
Section 6.9	Dispute Resolution	27
Section 6.10	Jurisdiction; Consent to Service of Process; Waiver	27
ARTICLE VII MISCELLANEOUS		27
Section 7.1	Amendment	27
Section 7.2	Notices	27
Section 7.3	Public Announcements	28
Section 7.4	Expenses	28
Section 7.5	Headings	29
Section 7.6	Severability	29
Section 7.7	Assignment	29
Section 7.8	Parties in Interest	29
Section 7.9	Failure or Indulgence Not Waiver	29
Section 7.10	Time of the Essence	29
Section 7.11	Counterparts	29
Section 7.12	Entire Agreement	29
Section 7.13	Mutual Form	30

Exhibits (omitted)
Exhibit A	Crude Oil Sales Agreement
Exhibit B	Dispute Resolution Procedures
Exhibit C	LCR Partnership Settlement Agreement
Exhibit D	Marketing Agreement – Xylenes
Exhibit E	Naphthenic Agreement
Exhibit F	Paraffinic License Agreement
Exhibit G	Petroleum Coke Product Sales Agreement
Exhibit H	Refined Products Transitional Product Sales Agreement
Exhibit I	Sulfur Product Sales Agreement
Exhibit J	Transition Services Agreement
Exhibit K	Transitional Naphthenic Agreement
Exhibit L	White Oils Agreement

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Schedules (omitted)

Schedule 1.1(a)	Bond-Financed Facilities
Schedule 1.1(b)	Legal Descriptions of Land
Schedule 1.1(c)	Terminated Agreements
Schedule 2.2	Purchase Price
Schedule 2.5	Closing Inventory Adjustment
Schedule 2.6	Closing Net Working Capital Adjustment
Schedule 5.13	Seller Loaned Employees

A copy of the Exhibits and Schedules will be furnished to the Securities and Exchange Commission upon request

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SALE AND PURCHASE AGREEMENT

This SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 31, 2006, by and between CITGO PETROLEUM CORPORATION, a Delaware corporation (“Seller”), and LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.”

RECITALS

A. LYONDELL-CITGO Refining LP, a Delaware limited partnership (“LCR”), owns and operates a refinery on the Houston Ship Channel in Houston, Texas (the “LCR Refinery”);

B. Buyer indirectly owns 58.75% of the issued and outstanding partnership interests of LCR (the “LCR Interests”) through its wholly owned subsidiaries Lyondell Refining Partners LP, a Delaware limited partnership (“Lyondell LP”), and Lyondell Refining Company LP, a Delaware limited partnership (“Lyondell GP”);

C. Seller indirectly owns 41.25% of the LCR Interests through its wholly owned subsidiaries CITGO Refining Investment Company, an Oklahoma corporation (“CITGO LP”), with a 40.25% limited partnership interest in LCR (the “CITGO LP Interest”), and CITGO Gulf Coast Refining, Inc., a Delaware corporation (“CITGO GP”), with a 1% general partnership interest in LCR (the “CITGO GP Interest”);

D. Buyer formed Lyondell Houston Refinery A Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Newco A”), to purchase the CITGO GP Interest;

E. Buyer formed Lyondell Houston Refinery Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Newco”), to purchase the CITGO LP Interest; and

F. Seller desires to sell to Newco A and Newco, and Buyer desires that Newco A and Newco purchase from Seller, the CITGO GP Interest and the CITGO LP Interest (save and except the rights reserved by Seller under Section 2.7) (together, the “CITGO LCR Interest”) in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and covenants contained herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement (including in the recitals), the following terms, when capitalized, shall have the following meanings:

“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct

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or cause the direction of the management and policies of such Person whether by contract or otherwise. For purposes of this Agreement, Buyer and Seller are not Affiliates of each other, but LCR is an Affiliate of Buyer.

“Agreement” has the meaning given such term in the preamble of this Agreement.

“Applicable Rate” means a rate per annum which shall be equal to the sum of LIBOR plus 100 basis points.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration, exemption, right or other consent or approval granted by any Governmental Authority.

“Base Purchase Price” has the meaning given such term in Section 2.2.

“Benefit Plan” includes (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (ii) any “multiemployer plan” as defined in Section 3(37) of ERISA, (iii) any plan that would be an employee benefit plan if it were subject to ERISA or the Code, such as foreign plans and plans for directors, (iv) any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock or other stock plan (whether qualified or nonqualified), (v) any bonus, deferred compensation, excess benefit, or incentive compensation plan, (vi) any severance agreement, plan, program, policy or arrangement, (vii) any supplemental unemployment, sick leave, long-term disability, post-retirement medical or life insurance, and (viii) any other plan, program, policy or arrangement providing benefits to employees.

“Birmingport Facility” means the lubes blending facility located in Birmingport, Alabama and all related facilities (including all real and personal property).

“Bonds” has the meaning given such term in Section 5.6.

“Bond-Financed Facilities” means those solid waste disposal facilities and sewage facilities financed in part with tax-exempt bond proceeds and which are more particularly identified on Schedule 1.1(a).

“Business” means the refining, blending, purchasing and marketing of products, blendstocks and feedstocks, conducted by LCR, or its predecessors or successors in title or interest, at the LCR Refinery and the Birmingport Facility, or otherwise utilizing any of the LCR Assets, at any time prior to, during and after the Seller’s Ownership Period.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in New York, New York or Houston, Texas are authorized or obligated to close.

“Buyer” has the meaning given such term in the preamble of this Agreement.

“Buyer Indemnitees” means Buyer, its Affiliates and their respective officers, directors, employees, agents, representatives, successors and assigns.

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“Buyer Material Adverse Effect” means a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

“Change in Use” has the meaning given such term in Section 5.6.

“CITGO GP” has the meaning given such term in the recitals to this Agreement.

“CITGO GP Interest” has the meaning given such term in the recitals to this Agreement.

“CITGO LCR Interest” has the meaning given such term in the recitals to this Agreement.

“CITGO LP” has the meaning given such term in the recitals to this Agreement.

“CITGO LP Adjusted Tax Basis” means the sum of:

(a) negative $41,000,000,

(b) the income or loss allocated to CITGO LP as shown on the Form K-1 provided by LCR for the taxable year of LCR which includes the Effective Time consistent with Section 5.4(b), and

(c) contributions made to LCR by CITGO LP for the taxable year of LCR which includes the Effective Time,

reduced by distributions made by LCR to CITGO LP for the taxable year of LCR which includes the Effective Time.

“CITGO LP Interest” has the meaning given such term in the recitals to this Agreement.

“CITGO Owner’s Loan” means the indebtedness and accrued interest in the amount of $39,528,833 payable by LCR to CITGO LP as of the day prior to the Closing Date.

“Claim” means (i) any demand, claim, grievance or Litigation, made or initiated by any Person for any Loss, specific performance, injunctive relief, remediation or other equitable relief or (ii) any charge or notice of violation made or initiated by a Governmental Authority, in each of cases (i) and (ii), whether or not ultimately determined to be valid.

“Closing” has the meaning given such term in Section 2.3.

“Closing Date” has the meaning given such term in Section 2.3.

“Closing Inventory” means the value of the Inventory as of the Effective Time, calculated in accordance with Schedule 2.5.

“Closing Inventory Adjustment” has the meaning given such term in Section 2.5(b).

“Closing Inventory Statement” has the meaning given such term in Section 2.5(c).

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“Closing Net Working Capital” means the value of the Net Working Capital as of the Effective Time, calculated in accordance with Schedule 2.6.

“Closing Net Working Capital Adjustment” has the meaning given such term in Section 2.6(b).

“Closing Net Working Capital Statement” has the meaning given such term in Section 2.6(c).

“Code” means the Internal Revenue Code of 1986, as amended.

“Crude Oil Sales Agreement” means the Crude Oil Sales Agreement to be entered into by and between LCR and PDVSA Petróleo S.A. dated August 1, 2006, in the form attached hereto as Exhibit A.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act, Del. Code tit. 6, §17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Dispute Resolution Procedures” means the procedures for arbitration set forth in Exhibit B.

“Dollars” and the symbol “$” mean the lawful currency of the United States of America.

“Effective Time” means 11:59 P.M. Central time on July 31, 2006.

“Environmental Law” means any Law pertaining to health (with respect to exposure to Hazardous Materials), the protection of natural resources, wildlife, or the environment or public health or safety, including the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the regulations promulgated pursuant thereto and the Oil Pollution Act of 1990, as amended, and any state and local Laws implementing or comparable to the foregoing federal Laws.

“Environmental Matters” means (a) the actual or asserted presence or release into the environment of Hazardous Materials at or from the Physical Assets or any other location, (b) any condition that now requires or may in the future require remediation of soil, groundwater or any other environmental medium, (c) any condition that now gives rise to or may in the future give rise to a Claim relating to damage to natural resources, (d) any condition that now gives rise to or may in the future give rise to a Claim relating to exposure to Hazardous Materials, (e) any actual or asserted liability for noncompliance with, or lack of an Authorization under, any Environmental Law, or (f) any condition that otherwise could result in the imposition of liability under Environmental Law. Notwithstanding the foregoing, Environmental Matters shall not include any MTBE Matters.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Inventory” has the meaning given such term in Section 2.5(a).

“Estimated Net Working Capital” has the meaning given such term in Section 2.6(a).

“GAAP” means accounting principles generally accepted in the United States of America.

“Governmental Authority” means any national, federal, regional, state, local or other governmental agency, authority, administrative agency, regulatory body, commission, instrumentality, court or arbitral tribunal having governmental or quasi-governmental powers; provided, however, that such term shall not include any entity or organization that is engaged in industrial or commercial operations and is wholly or partly owned by any government.

“Hazardous Materials” means those pollutants, contaminants, chemicals or toxic, hazardous or petroleum hydrocarbon substances or wastes that are regulated or become regulated in the future under applicable Environmental Laws.

“Indemnified Party” has the meaning given such term in Section 6.4(a).

“Indemnifying Party” has the meaning given such term in Section 6.4(a).

“Inventory” has the meaning given such term on Schedule 2.5.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, in the case of either Party, the actual knowledge of such Party’s General Counsel, without independent investigation or inquiry.

“Land” means the tracts or parcels of land, and interests in land, owned, leased or otherwise held at any time by LCR or any predecessor or successor in interest or title, including those parcels of land listed on Schedule 1.1(b).

“Law” means any law, statute or ordinance of any nation or state, including the United States of America, and any political subdivision thereof, including any state of the United States of America, any regulation, policy, protocol, proclamation or executive order promulgated by any Governmental Authority, any rule or regulation of any self-regulatory organization such as a securities exchange, or any applicable judgment, order, decree or decision of any court or other Governmental Authority having the effect of law in any such jurisdiction.

“LCR” has the meaning given such term in the recitals to this Agreement.

“LCR Assets” means (i) the LCR Refinery; (ii) the Birmingport Facility; (iii) the Physical Assets and (iv) all related assets of every kind, nature and character and description, tangible and intangible (including any and all contracts and Authorizations), real, personal or mixed, and which are or have been used, either in whole or in part, in the conduct of operations by LCR or its predecessors or successors in title or interest.

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“LCR Interests” has the meaning given such term in the recitals to this Agreement.

“LCR Partnership Agreement” means the Limited Partnership Agreement of LCR dated as of December 31, 1998, as amended.

“LCR Partnership Settlement Agreement” means that certain agreement to be entered into by and among Seller, Buyer and Equistar Chemicals, LP, a Delaware limited partnership and wholly owned Subsidiary of Buyer, together with the schedules thereto, effective as of the Closing Date, in the form attached hereto as Exhibit C.

“LCR Refinery” has the meaning given such term in the recitals to this Agreement.

“LIBOR” means the London Inter-Bank Offering Rate for a month as indicated in the Telerate page 3750 at 11:00 AM (London time) on the first day of the applicable period or, if commercial banks are not open for international operations in London on such day, the rate on the next day on which banks in London are open for international operations.

“Lien” means any mortgage, pledge, security interest, lien, deed of charge, floating charge or other charge of any kind, encumbrance or other adverse claim (including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, or the filing of or agreement to give any security interest, charge or financing statement under the Laws of any jurisdiction.

“Litigation” means any action, case, cause of action, suit, investigation or other proceeding instituted before any Governmental Authority or any arbitration proceeding.

“Loss” means all damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Obligations, Taxes, Liens, losses, expenses and fees, including costs of investigation, court costs, costs of defense and reasonable attorneys’ fees and expenses.

“Lyondell GP” has the meaning given such term in the recitals to this Agreement.

“Lyondell LP” has the meaning given such term in the recitals to this Agreement.

“Marketing Agreement – Xylenes” means the Marketing Agreement – Xylenes to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit D.

“Morgan Stanley Engagement Letter” means that certain letter agreement dated April 20, 2006 by and among LCR, Morgan Stanley & Co. Incorporated, Buyer and Seller.

“MTBE” means methyl tertiary butyl ether.

“MTBE Matters” means any Claim against LCR relating to or arising out of (i) the transportation, storage, handling, marketing, promotion, production, acquisition, sale or distribution by LCR of MTBE or any gasoline or other products containing MTBE during the Seller’s Ownership Period or (ii) the production, transportation, storage, distribution or disposal by LCR of any waste streams containing MTBE during the Seller’s Ownership Period.

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“Naphthenic Agreement” means the Interim Naphthenic Lubricants and Specialty Oils Sales Agreement to be entered into by and between LCR and Nynas USA, Inc. effective as of September 1, 2006, in the form attached hereto as Exhibit E.

“Net Working Capital” has the meaning given such term in Schedule 2.6.

“Newco” has the meaning given such term in the recitals to this Agreement.

“Newco A” has the meaning given such term in the recitals to this Agreement.

“Obligations” means any and all duties, liabilities and obligations, whether vested, absolute or contingent, primary or secondary, direct or indirect, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise.

“Other Agreements” means the Crude Supply Agreement, the Marketing Agreement – Xylenes, the Naphthenic Agreement, the Paraffinic License Agreement, the Petroleum Coke Product Sales Agreement, the Refined Products Transitional Product Sales Agreement, the Sulfur Product Sales Agreement, the Transition Services Agreement, Transitional Naphthenic Agreement and the White Oils Agreement.

“Paraffinic License Agreement” means the Paraffinic Trademark License Agreement to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit F.

“Party” has the meaning specified in the preamble of this Agreement.

“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, any other form of business or professional entity, or any Governmental Authority.

“Petroleum Coke Product Sales Agreement” means the Product Sales Agreement for petroleum coke to be entered into by and between LCR and TCP Petcoke Corporation effective as of the Closing Date, in the form attached hereto as Exhibit G.

“Physical Assets” means the Land and all tangible assets and properties of LCR that are located on the Land.

“Pipelines” has the meaning given such term in Section 5.9.

“Product Sales Agreement—MTBE” means the Product Sales Agreement for MTBE between Equistar Chemicals LP, a Delaware limited partnership, as successor to Buyer, and LCR effective as of January 1, 1997, as amended.

“Product Sales Agreement—Refined Products” means the Product Sales Agreement for refined products between Seller and LCR dated July 1, 1993, as amended.

“Purchase Price” has the meaning given such term in Section 2.2.

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“Refined Products Transitional Product Sales Agreement” means the Transitional Product Sales Agreement for refined products to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit H.

“Seller” has the meaning given such term in the preamble of this Agreement.

“Seller Indemnitees” means Seller, its Affiliates and their respective officers, directors, employees, agents, representatives, successors and assigns.

“Seller Material Adverse Effect” means a material adverse effect on the ability of Seller to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

“Seller’s Ownership Period” means the period from July 1, 1993 to the Effective Time.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity (and any successor to any such legal entity) of which such Person owns, directly or indirectly, more than 50% of the stock or other equity or partnership interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, limited liability company, joint venture or other legal entity.

“Sulfur Product Sales Agreement” means the Product Sales Agreement for Sulfur to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit I.

“Tax” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges or fees, including, without limitation, income taxes, gross receipts, ad valorem, value added, excise, real or property, asset, sales, use, franchise, license, payroll, transaction, capital, net worth, withholding, estimated, social security, utility, workers’ compensation, severance, disability, wage, employment, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other governmental taxes imposed by or on behalf or payable to any Governmental Authority, together with any interest, penalties or additions with respect thereto and any interest in respect of such additions or penalties.

“Tax Matters Partner” means Lyondell GP or another Person designated by Buyer to be tax matters partner of LCR pursuant to Section 6231(a)(7) of the Code.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto.

“Terminated Agreements” means the agreements set forth on Schedule 1.1(c) to be terminated on the Closing Date.

“Third-Party Claim” has the meaning given such term in Section 6.4(b).

“Tolling Agreement” means the Tolling Agreement between Equistar Chemicals LP, a Delaware limited partnership, as successor to Buyer, and LCR dated July 1, 1993, as amended.

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“Transition Services Agreement” means the Transition Services Agreement to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit J.

“Transitional Naphthenic Agreement” means the Transitional Naphthenic, Lubricants and Specialty Oils Sales Agreement to be entered into by and between LCR and Seller effective as of the Closing Date, in the form attached hereto as Exhibit K.

“White Oils Agreement” means the Interim White Mineral Oils Sales Agreement to be entered into by and between LCR and Seller effective as of the Closing Date, in the form of Exhibit L.

Section 1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. All references to Articles and Sections refer to articles and sections of this Agreement, all references to Exhibits refer to exhibits to this Agreement and all references to Schedules refer to schedules to this Agreement, which Exhibits and Schedules are attached hereto and made a part hereof for all purposes. The word “includes” or “including” means “including, but not limited to.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. Currency amounts referenced herein, unless otherwise specified, are in Dollars. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

ARTICLE II

SALE AND TRANSFER OF CITGO LCR INTEREST; CLOSING

Section 2.1 Sale and Transfer of CITGO LCR Interest. Upon the terms and subject to the conditions set forth in this Agreement, as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the CITGO LCR Interest free and clear of all Liens, as follows:

(i) Seller shall cause CITGO GP to sell, convey, assign, transfer and deliver the CITGO GP Interest (save and except the rights reserved by Seller under Section 2.7), free and clear of all Liens, to Newco A;

(ii) Seller shall cause CITGO LP to sell, convey, assign, transfer and deliver the CITGO LP Interest (save and except the rights reserved by Seller under Section 2.7), free and clear of all Liens, to Newco; and

(iii) Buyer shall cause Newco A and Newco to purchase and acquire the CITGO LCR Interest for the consideration specified in Section 2.2.

Section 2.2 Purchase Price. The purchase price for the CITGO LCR Interest is $1,629,370,607, calculated as set forth in Schedule 2.2 (the “Base Purchase Price”), plus an amount equal to 41.25% of the value of the Inventory as determined in accordance with

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Section 2.5), plus an amount equal to 41.25% of the value of the Net Working Capital (which amount may be negative) as determined in accordance with Section 2.6 (collectively, the “Purchase Price”), as such sum may be adjusted pursuant to Section 2.5, Section 2.6 and Section 5.5.

Section 2.3 Closing; Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker Botts L.L.P. in Houston, Texas, at 9:00 A.M. Central time on August 16, 2006 concurrently with the execution and delivery of this Agreement (the “Closing Date”).

Section 2.4 Deliveries at the Closing.

(a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:

(i) instruments of assignment and transfer as shall be necessary to transfer to Newco A and Newco as of the Effective Time, as provided in Section 2.1, all of CITGO GP’s and CITGO LP’s right, title and interest in and to the CITGO LCR Interest;

(ii) the written resignations of all of Seller’s Representatives (as defined in the LCR Partnership Agreement);

(iii) duly executed Other Agreements;

(iv) duly executed termination agreements relating to the Terminated Agreements; and

(v) a duly executed LCR Partnership Settlement Agreement.

(b) At the Closing, Buyer shall:

(i) cause Newco A and Newco to purchase the CITGO LCR Interest, as provided in Section 2.1, from Seller;

(ii) pay to Seller, by wire transfer or delivery of other immediately available funds, $1,682,327,770, which is an amount equal to the Base Purchase Price, $1,629,370,607, plus an amount equal to 41.25% of the Estimated Inventory, $271,375,913, plus an amount equal to 41.25% of the Estimated Net Working Capital, ($218,418,750);

(iii) cause LCR to pay to CITGO LP by wire transfer or delivery of other immediately available funds, an amount equal to the CITGO Owner’s Loan;

(iv) duly executed Other Agreements;

(v) duly executed termination agreements relating to the Terminated Agreements; and

(vi) a duly executed LCR Partnership Settlement Agreement.

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Section 2.5 Closing Inventory Adjustment.

(a) LCR has delivered a statement to Buyer and Seller setting forth LCR’s reasonable good faith estimate, determined in accordance with the procedures described on Schedule 2.5, of the value of the Inventory as of June 30, 2006 (the “Estimated Inventory”).

(b) If the Closing Inventory is greater than the Estimated Inventory, Buyer shall make an additional payment to Seller in an amount equal to 41.25% of the amount by which the Closing Inventory, as calculated in accordance with this Section 2.5, exceeds the Estimated Inventory, together with interest thereon at the Applicable Rate from and including the Closing Date to the date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Inventory Adjustment in accordance with this Section 2.5. If the Closing Inventory is less than the Estimated Inventory, Seller shall make a payment to Buyer in an amount equal to 41.25% of the amount by which the Estimated Inventory exceeds the Closing Inventory, as calculated in accordance with this Section 2.5, together with interest thereon at the Applicable Rate from and including the Closing Date to the date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Inventory Adjustment in accordance with this Section 2.5. The payment to be made by Buyer or by Seller, as applicable, is herein called the “Closing Inventory Adjustment.”

(c) Buyer shall initially calculate the Closing Inventory and deliver to Seller a statement (the “Closing Inventory Statement”) setting forth the amount of the Closing Inventory, together with supporting calculations and information, on or before the 30th day after the Closing Date. From the Closing Date through the final determination of Closing Inventory in accordance with this Section 2.5, Buyer shall cause its and LCR’s employees to give Seller and its advisors access at all reasonable times to the personnel, properties and books and records of the Business and working papers of Buyer and LCR for the purpose of conducting the physical inventory and determining the Closing Inventory. Unless Seller gives notice to Buyer on or before the 30th day after receipt of the Closing Inventory Statement that it disputes the Closing Inventory specified in the Closing Inventory Statement, the Closing Inventory shall be as specified in the Closing Inventory Statement. If Seller gives notice to Buyer on or before such 30th day that it disputes the Closing Inventory specified in the Closing Inventory Statement, Seller and Buyer shall consult in good faith and use commercially reasonable efforts to agree upon the calculation of the Closing Inventory. If on or before the 45th day after receipt by Seller of the Closing Inventory Statement, Seller and Buyer have not agreed on the Closing Inventory, either Party shall have the right to submit such matters as remain in dispute to Ernst & Young LLP, or such other accounting firm as they shall agree, for final resolution, which resolution shall be binding upon Seller and Buyer. The fees and expenses of such accounting firm for its services in resolving such dispute shall be borne equally by Seller and Buyer.

Section 2.6 Closing Net Working Capital Adjustment.

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(a) LCR has delivered a statement to Buyer and Seller setting forth LCR’s reasonable good faith estimate, determined in accordance with the procedures described on Schedule 2.6, of the value of the Net Working Capital as of June 30, 2006 (the “Estimated Net Working Capital”).

(b) If the Closing Net Working Capital is greater than the Estimated Net Working Capital, Buyer shall make an additional payment to Seller in an amount equal to 41.25% of the amount by which the Closing Net Working Capital, as calculated in accordance with this Section 2.6, exceeds the Estimated Net Working Capital, together with interest thereon at the Applicable Rate from and including the Closing Date to the date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Net Working Capital Adjustment in accordance with this Section 2.6. If the Closing Net Working Capital is less than the Estimated Net Working Capital, Seller shall make a payment to Buyer in an amount equal to 41.25% of the amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital, as calculated in accordance with this Section 2.6, together with interest thereon at the Applicable Rate from and including the Closing Date to the date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Net Working Capital Adjustment in accordance with this Section 2.6. The payment to be made by Buyer or by Seller, as applicable, is herein called the “Closing Net Working Capital Adjustment.”

(c) Buyer shall initially calculate the Closing Net Working Capital and deliver to Seller a statement (the “Closing Net Working Capital Statement”) setting forth the amount of the Closing Net Working Capital, together with supporting calculations and information, on or before the 30th day after the Closing Date. From the Closing Date through the final determination of the Closing Net Working Capital in accordance with this Section 2.6(c), Buyer shall cause its and LCR’s employees to give Seller and its advisors access at all reasonable times to the personnel, properties and books and records of the Business and working papers of Buyer and LCR for the purpose of determining the Closing Net Working Capital. Unless Seller gives notice to Buyer on or before the 30th day after receipt of the Closing Net Working Capital Statement that it disputes the Closing Net Working Capital specified in the Closing Net Working Capital Statement, the Closing Net Working Capital shall be as specified in the Closing Net Working Capital Statement. If Seller gives notice to Buyer on or before such 30th day that it disputes the Closing Net Working Capital specified in the Closing Net Working Capital Statement, Seller and Buyer shall consult in good faith and use commercially reasonable efforts to agree upon the calculation of the Closing Net Working Capital. If on or before the 45th day after receipt by Seller of the Closing Net Working Capital Statement, Seller and Buyer have not agreed on the Closing Net Working Capital, either Party shall have the right to submit such matters as remain in dispute to Ernst & Young LLP, or such other accounting firm as they shall agree, for final resolution, which resolution shall be binding upon Seller and Buyer. The fees and expenses of such accounting firm for its services in resolving such dispute shall be borne equally by Seller and Buyer.

Section 2.7 Hurricane Rita Insurance Proceeds. Buyer shall cause LCR to pay to Seller 41.25% of all payments made by LCR’s insurers relating to insurance Claims for property damage and subsequent business interruption sustained by LCR as a result of Hurricane Rita and

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related fluid catalytic cracking unit start up issues. All such payments shall be made to Seller within five Business Days after receipt of such insurance proceeds. Such rights to share in such insurance proceeds shall be considered retained interests in LCR by Seller and shall be specifically excluded from the transferred CITGO LCR Interest. If and when such payments are made to Seller, an equal amount of taxable income shall be allocated to Seller by LCR as if it were a retired partner for federal income tax reporting purposes, including characterization to the extent available under Treasury Regulation Section 1.199-3(i)(1)(iii). Buyer shall pay interest on any amounts payable under this Section 2.7 at the Applicable Rate from and including the day on which such payment was due to the date immediately preceding the date such payment is received by Seller.

Section 2.8 Waiver of Rights under the LCR Partnership Agreement. Each Party, on its own behalf and on behalf of each of its Affiliates holding any partnership interest in LCR, hereby waives, in respect of the sale of the CITGO LCR Interest contemplated by this Agreement, compliance with the provisions of the LCR Partnership Agreement, including Article 10 thereof, relating to the sale or transfer of LCR Interests.

Section 2.9 Condition of the Physical Assets. Buyer acknowledges that it, directly or through LCR (subject to the terms of the LCR Partnership Agreement) or its predecessors in title or interest, have owned the Physical Assets and controlled the Business at all times prior to the Effective Time, and that Buyer has not relied in any way upon Seller’s statements or representations as to LCR, the Physical Assets, the Refinery, the Birmingport Facility or the Business, or any liabilities related to any of the foregoing, in determining whether to purchase the CITGO LCR Interest. In consummating the purchase and the sale of the CITGO LCR Interest contemplated hereunder, Buyer acknowledges that Newco A and Newco will become owners of partnership interests in LCR and, through LCR, the Physical Assets, and Buyer, Newco A and Newco accept each of the Physical Assets AS-IS, WHERE-IS, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES SELLER HEREBY EXPRESSLY DISCLAIMS), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN. MOREOVER, BUYER REPRESENTS AND ACKNOWLEDGES THAT IT IS FULLY FAMILIAR WITH THE BUSINESS AND OPERATING HISTORY OF LCR AND THE PHYSICAL ASSETS AND HAS NOT RELIED ON ANY STATEMENTS OR REPRESENTATIONS OF SELLER WITH RESPECT TO SAME.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

Section 3.1 Organization and Qualification. Seller is a Delaware corporation, duly organized and validly existing and in good standing under Delaware Law. CITGO LP is an Oklahoma corporation, duly organized and validly existing and in good standing under Oklahoma Law. CITGO GP is a Delaware corporation, duly organized and validly existing and in good standing under Delaware Law. Each of Seller, CITGO LP and CITGO GP has the

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requisite corporate power and authority to carry on its business as it is now being conducted. Each of Seller, CITGO LP and CITGO GP is duly qualified as a foreign corporation and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Section 3.2 Due Authority. Seller has full corporate power and authority to execute and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 3.3 Conflicts and Approvals. Neither the execution and delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Seller, CITGO LP or CITGO GP, (ii) the certificate of incorporation or bylaws of Seller, CITGO LP or CITGO GP or (iii) any contract or agreement to which Seller, CITGO LP or CITGO GP is a party or by which any of their respective properties or assets are bound or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 3.3.

Section 3.4 Litigation. As of the date hereof there is no Litigation or Claim pending or, to the Knowledge of Seller, threatened against Seller, CITGO LP or CITGO GP except any Litigation or Claim that, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.

Section 3.5 Ownership of the CITGO LCR Interest. Seller, directly or indirectly, owns all of the outstanding shares of capital stock of CITGO GP and CITGO LP. Except as provided in the LCR Partnership Agreement, CITGO LP owns the CITGO LP Interest free and clear of all Liens. Except as provided in the LCR Partnership Agreement, CITGO GP owns the CITGO GP Interest free and clear of all Liens. Such partnership interests in LCR owned by CITGO GP and CITGO LP have been duly authorized and validly issued in accordance with the LCR Partnership Agreement, and, in the case of the CITGO LP Interest, are fully paid (to the extent required by the LCR Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act).

Section 3.6 No Brokers. Other than as set forth in the Morgan Stanley Engagement Letter, no broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller, its Affiliates or LCR.

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Section 3.7 No Foreign Person. Neither CITGO GP nor CITGO LP is a “foreign person” with the meaning of Section 1445 of the Code.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

Section 4.1 Organization and Qualification. Each of Buyer, Newco A and Newco is a Delaware corporation, duly organized and validly existing and in good standing under Delaware Law and is in good standing under Texas Law. Each of Buyer, Newco A and Newco has the requisite corporate power and authority to carry on its business as it is now being conducted. Each of Buyer, Newco A and Newco is duly qualified as a foreign corporation and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.2 Due Authority. Buyer has full corporate power and authority to execute and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by Buyer and, assuming the due authorization, execution, and delivery of this Agreement by Seller, constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 4.3 Conflicts and Approvals. Neither the execution and delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will (A) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, Newco A or Newco, (ii) the certificate of incorporation or by-laws of Buyer, Newco A or Newco or (iii) any contract or agreement to which Buyer, Newco A or Newco is a party or by which any of their respective properties or assets are bound or (B), with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3.

Section 4.4 Litigation. As of the date hereof there is no Litigation or Claim pending or, to the Knowledge of Buyer, threatened against Buyer, Newco A or Newco except any Litigation or Claim that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.5 No Brokers. Other than as set forth in the Morgan Stanley Engagement Letter, no broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or its Affiliates.

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Section 4.6 No Other Negotiations. Except for the sale process undertaken by Seller and Buyer in accordance with the terms of the Morgan Stanley Engagement Letter, which sale process has been completed, none of Buyer, Newco, Newco A or any of their respective Affiliates has negotiated with, committed to or agreed with any Person prior to the Closing Date, and has no present intention, to sell, assign, transfer or otherwise dispose of, directly or indirectly, all or any portion of the LCR Interests, the LCR Refinery or the equity interest in Newco A or Newco whether through a sale, joint venture, partnership or other similar transaction.

Section 4.7 Purchase as Investment. Buyer is purchasing the CITGO LCR Interest for its own account as an investment without the present intent to sell, transfer or otherwise distribute the CITGO LCR Interest to any other Person other than its Affiliates. Buyer, together with its directors, executive officers and advisors, is familiar with investments of the nature of the LCR Interests, understands that this investment involves certain risks, has adequately investigated LCR and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the CITGO LCR Interest, and is able to bear the economic risks of such investment.

ARTICLE V

COVENANTS

Section 5.1 Third-Party Notices; Consents; Litigation.

(a) The Parties agree that (i) Seller shall be solely responsible for giving or causing to be given all required notices to, and obtaining or causing to be obtained all required consents from, any and all Persons and Governmental Authorities in connection with the consummation of the transactions contemplated hereby that are required to be given or obtained by Seller, CITGO GP or CITGO LP to make Seller’s representations and warranties contained in ARTICLE III true and correct; (ii) Buyer shall be solely responsible for giving or causing to be given all required notices to, and obtaining or causing to be obtained all required consents from, any and all Persons and Governmental Authorities in connection with the consummation of the transactions contemplated hereby that are required to be given or obtained by Buyer, Newco A or Newco to make Buyer’s representations and warranties contained in ARTICLE IV true and correct; and (iii) Buyer shall be solely responsible for giving or causing to be given all required notices to, and obtaining or causing to be obtained all required consents from, any and all Persons and Governmental Authorities by LCR in connection with the consummation of the transactions contemplated hereby.

(b) Seller and Buyer shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person was required in connection with the transactions contemplated hereby, (ii) any Governmental Authority in connection with the transactions contemplated hereby, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claim relating to the consummation of the transactions contemplated hereby, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause a breach of the representations, warranties or

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covenants of such Party under this Agreement, or (B) delay or impede the ability of Buyer or Seller to fulfill their respective Obligations set forth herein.

(c) Buyer and Seller each agree to cooperate and to use commercially reasonable efforts to vigorously contest and to resist any Litigation or Claim of any Governmental Authority or other Person relating to the consummation of the transactions contemplated hereby.

Section 5.2 Further Assurances. Seller and Buyer each agree that from time to time after the Effective Time they will execute and deliver, and will cause their respective Affiliates to execute and deliver, such further instruments, and take, and cause their respective Affiliates to take, such other actions as may be reasonably necessary to carry out the purposes and intents of this Agreement and the Other Agreements.

Section 5.3 Use of Name. Buyer acknowledges and agrees that after the Closing it shall not use Seller’s name or any similar name in the conduct of the Business or any other business, and, within 60 days after the Closing Date, Buyer shall change LCR’s name to a name that does not include, or is not similar to, the name “CITGO” or the name “LCR” and shall remove Seller’s name and the LCR name from the assets of LCR, including removing any signage with Seller’s name and the LCR name or logo from the assets of LCR.

Section 5.4 Taxes.

(a) The transaction for which provision is made in this Agreement shall be treated for U.S. federal income tax purposes as a sale by CITGO GP and CITGO LP of the CITGO LCR Interest to Newco A and Newco and the parties hereto shall take no position that is inconsistent therewith except as may be required by applicable Law.

(b) The items of income, gain, loss, deduction and credit recognized by LCR for the taxable year of LCR which includes the Effective Time shall be allocated among the partners of LCR (based on a closing of the books method as of the Effective Time) in accordance with the provisions of the LCR Partnership Agreement (other than Section 7.8 thereof), consistently applied based on past practice and custom. For the avoidance of doubt, neither CITGO GP nor CITGO LP shall be allocated any income, gain, loss or deduction of LCR attributable to periods after the Effective Time, except as provided in Section 2.7.

(c) Buyer shall cause the Tax Matters Partner to provide to Seller (i) information maintained by or readily available to the Tax Matters Partner and (ii) access to LCR’s information and books and records needed by Seller to calculate amounts pursuant to Code Section 751. Such information shall be delivered by the Tax Matters Partner to Seller when readily available and reasonably practicable but in all events on or before January 31, 2007. Any return or draft of the LCR partnership return provided to Seller pursuant to Section 8.3(A) of the LCR Partnership Agreement shall contain any statement required pursuant to Treas. Reg. § 1.743-1(k)(1)(i).

(d) Notwithstanding Section 2.8 of this Agreement, the Parties and the Tax Matters Partner hereby agree that, except as otherwise provided herein, Section 8.3 through Section 8.5 of the LCR Partnership Agreement shall remain in force as to any taxable periods during which CITGO LP and CITGO GP are partners for federal tax purposes and that:

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(i) Lyondell GP or another person designated by Buyer shall be the Tax Matters Partner as defined in the LCR Partnership Agreement,

(ii) Seller shall only be entitled to drafts and final copies of Forms K-1 for tax years of LCR after the taxable year of LCR which includes the Effective Time,

(iii) No taxable income shall be allocated pursuant to Section 2.7 in a taxable year prior to the taxable year in which LCR receives any such insurance payment,

(iv) Buyer shall cause the Tax Matters Partner to provide to Seller for review a draft copy of the Forms K-1 for CITGO GP and CITGO LP for the taxable year of LCR which includes the Effective Time, including workpapers (e.g., book income to taxable income reconciliation, M-1/M-3 adjustments, allocations to partners, etc.) supporting the amounts reported thereon by January 31, 2007, and

(v) Buyer shall cause the Tax Matters Partner to provide to Seller a draft copy of the 2006 U.S. federal partnership return of LCR consistent with the provisions of Section 8.3 of the LCR Partnership Agreement, including Buyer’s rights to review and object to the tax treatment of an item on the income tax return, but only to the extent such item affects CITGO GP or CITGO LP.

Section 5.5 Oklahoma State Tax Payment.

(a) Buyer shall pay to Seller on March 15, 2007 (on or before 10:00 AM CST) an additional amount that is equal to the sum of:

(i) $87,353,746, and

(ii) 5.660378 percent of the sum of:

(A) 40.25 percent of Closing Net Working Capital,

(B) 40.25 percent of Closing Inventory, and

(C) Zero minus the CITGO LP Adjusted Tax Basis.

If Buyer does not make the payment under this Section 5.5 by the time set forth in this Section 5.5, Buyer shall pay Seller interest on the amount due under this Section 5.5 at the Applicable Rate from and including the day on which such payment was due to the day immediately preceding the date such payment is received by Seller.

(b) Notwithstanding any other provision of this Agreement, Buyer shall not be entitled to, or given access to, any Tax Returns and/or related work papers of Seller or its Affiliates.

(c) On or before October 20, 2007, Seller shall provide to Buyer an officer’s certificate signed by the Vice President of Finance and General Counsel of Seller confirming that CITGO LP (i) is subject to Oklahoma corporate income tax and (ii) has reported the entire 2006

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gain from the sale of the CITGO LP Interest to the State of Oklahoma on its 2006 Oklahoma corporate income Tax Return as income allocable to Oklahoma, except for payments described in Section 2.7 and this Section 5.5. Further, if Seller were to file an amended income Tax Return in the State of Oklahoma for taxable year 2006 (or if Oklahoma were to force Seller to file such a return) which results in the certificate provided for in this Section 5.5 not being (wholly or partially) correct, (i) Seller shall notify Buyer within thirty (30) days after the filing of such return, and (ii) Seller shall make a true up payment to Buyer so that Seller retains only the percentage of the payment made pursuant to Section 5.5(a) that is equal to the percentage of such gain that was reported as income allocable to Oklahoma, and Seller shall increase any such true up payment by interest thereon at the Applicable Rate from and including the date at which the underlying payment was made to the date immediately preceding the date on which the true up payment is made.

(d) In the event the items as shown on the draft Forms K-1 as provided to Seller pursuant to Section 5.4(d)(iv) above are inconsistent with the items as shown on the Forms K-1 as filed with the 2006 U.S. federal income tax return of LCR (as discussed in Section 5.4(d)(v) above), an appropriate true-up of the amount calculated in Section 5.5(a) above will be calculated and paid, including interest thereon at the Applicable Rate, by the appropriate party on or before October 31, 2007.

Section 5.6 Change in Use of Bond-Financed Facilities. It is the understanding of Buyer that Seller has financed a portion of the Bond-Financed Facilities with the proceeds of tax-exempt bonds (the “Bonds”) and that in connection therewith Seller has undertaken certain covenants to preserve the tax-exempt status of the Bonds. If, at any time, Buyer or any other Person proposes to change or discontinue the current use of the Bond-Financed Facilities or to dispose of such Bond-Financed Facilities such that those Bond-Financed Facilities would cease to qualify as “exempt facilities” within the meaning of Sections 141(e) and 142(a) of the Code (each, a “Change in Use”), Buyer shall, as soon as possible, but in no event less than 120 days prior to the effectiveness of such Change in Use, notify Seller of such proposed Change in Use and its proposed timing.

Section 5.7 Access; Records. From and after the Effective Time, both Buyer and Seller will afford to the other Party and its authorized representatives reasonable access during normal business hours to, and permission to take copies of, any financial books, records or accounts related to the Business in the possession of such Party, and, if requested, will furnish to such other Party such additional information and cooperate with such other Party in such other respects, including the making of employees available to such other Party at such other Party’s expense as witnesses or deponents, as such other Party may reasonably request for (a) financial reporting, (b) tax or similar purposes or (c) purposes of investigating Claims or conducting Litigation. Notwithstanding the foregoing, neither Party shall have any obligation to provide access or copies of any records in its possession which are subject to any privilege or agreement of confidentiality. Buyer and Seller shall not destroy or dispose of any such books, records and accounts related to the Business for a period of at least seven years, or such longer period as may be required by applicable Law, after the Closing Date without first offering to surrender to the other Party such books, records and accounts which such Party may intend to destroy or dispose of.

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Section 5.8 Independent Investigation. Buyer has completed its independent investigation, verification, analysis, review and evaluation of this Agreement, the Other Agreements and LCR, as Buyer has deemed necessary or appropriate. EXCEPT FOR THE REPRESENTATIONS EXPRESSLY MADE BY SELLER IN ARTICLE III, BUYER ACKNOWLEDGES AND AGREES THAT (a) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY SELLER, EXPRESS OR IMPLIED, AS TO (i) THE PHYSICAL ASSETS, OR (ii) THE BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE CITGO LCR INTEREST, BUYER HAS RELIED SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (b) SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER BY SELLER, ITS AFFILIATES OR LCR (INCLUDING ANY BACKCAST DATA, MODELS OR PRICE FORECASTS PROVIDED BY SELLER OR LCR, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES ONLY, ANY OTHER INFORMATION PROVIDED IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED MAY 2006, AS SUPPLEMENTED TO THE DATE OF THIS AGREEMENT, ANY CORRESPONDENCE FROM SELLER, ITS AFFILIATES OR LCR, ANY PRESENTATION BY THE MANAGEMENT OF LCR AND ANY INFORMATION, DOCUMENT OR MATERIAL PROVIDED OR MADE AVAILABLE TO BUYER, OR STATEMENTS MADE TO BUYER DURING SITE OR OFFICE VISITS, IN ANY DATAROOMS OR MANAGEMENT PRESENTATIONS); (c) NEITHER SELLER NOR ANY OF ITS AFFILIATES, HAVE MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE PHYSICAL ASSETS OR THE BUSINESS; AND (d) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON OR UNDER ANY PORTION OF THE PHYSICAL ASSETS, COMPLIANCE WITH APPLICABLE LAWS AND AUTHORIZATIONS.

Section 5.9 Pipeline Line Space. Buyer has requested the assistance of Seller in arranging for the shipment of LCR’s refined products on the Colonial, Explorer and Eagle pipelines from LCR origins (the “Pipelines”); it being understood that in order for LCR to establish its own shipper history under the respective published proration tariffs of the Pipelines, LCR must nominate and ship products in its own name. Seller has advised Buyer that it will continue to ship products to its own customers on the Pipelines, particularly Colonial, after the Closing Date, but is willing to cooperate with LCR, if it is unable to acquire sufficient capacity on the Pipelines, in facilitating shipments or sales of LCR’s refined products for a period of twelve months after the termination of the Refined Products Transitional Products Sales Agreement; provided, however, that (i) the volume of refined products subject to this obligation

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of cooperation shall be consistent with Seller’s shipper history on the Pipelines for LCR origin products, (ii) Seller shall not be obligated to utilize capacity required to meet commitments to its own customers and (iii) Buyer shall reimburse Seller for any and all reasonable third party costs Seller may incur in providing such assistance and cooperation to the extent such costs are approved in advance by Buyer.

Section 5.10 Broker Fees. Seller shall pay all transaction fees and expenses payable by it under the Morgan Stanley Engagement Letter.

Section 5.11 Obligations of LCR.

(a) Except as specifically provided in Section 5.12, Buyer shall perform and satisfy, or shall cause LCR to perform and satisfy, all Obligations of LCR, including all Obligations in respect of any Claim, arising prior to, during or after the Seller’s Ownership Period in connection with (i) the Business, (ii) the operations of LCR or (iii) the ownership of the Physical Assets.

(b) Except as specifically provided for in Section 5.12, as between Seller and Buyer, Seller shall have no responsibility whatsoever for any Obligations arising prior to, during or after the Seller’s Ownership Period in connection with (i) the Business, (ii) the operations of LCR or (iii) the LCR Assets.

Section 5.12 MTBE Matters.

(a) Seller shall reimburse LCR for 41.25% of any amounts (net of any insurance proceeds or other recoupment actually received) actually paid by LCR in connection with (i) the final settlement of, or the issuance of a non-appealable judgment in connection with, any MTBE Matter and (ii) the defense of any MTBE Matter, including attorneys’ fees, costs and other expenses; provided, however, that LCR shall not agree to the settlement of any MTBE Matter without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

(b) Buyer shall cause LCR at all times to retain separate counsel, subject to Seller’s prior written approval (which approval shall not be unreasonably withheld or delayed) in connection with the MTBE Matters, which shall (i) be responsible for representing the interests solely of LCR in the MTBE Matters, (ii) not represent Buyer or any of its Affiliates (excluding LCR) in the MTBE Matters or other Claims related to the MTBE Matters, (iii) provide copies to Seller of its billing statements to LCR, as well as other documents and information delivered to LCR, in connection with the MTBE Matters, and (iv) otherwise provide such information as may be reasonably requested by Seller and its counsel in connection with the MTBE Matters. Seller hereby confirms its consent to the continued retention of Nickens, Keeton, Lawless, Farrell and Flack LLP as counsel to LCR in connection with the MTBE Matters.

(c) Notwithstanding the termination of any agreement or undertaking between the Parties or their respective Affiliates with respect to matters between the Parties or their respective Affiliates, neither Party waives any of its rights or obligations under any such agreement or undertaking as it relates to MTBE Matters only, including without limitation, any indemnity rights or obligations under the Product Sales Agreement-Refined Products, the Product Sales Agreement-MTBE or the Tolling Agreement.

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(d) Without limiting the generality of the foregoing provisions of this Section 5.12 and notwithstanding the termination of any agreement or undertaking between the Parties or their respective Affiliates with respect to matters between the Parties or their respective Affiliates, the Parties have agreed to reserve whatever rights each of them, acting as a Nonconflicted General Partner (as such term is defined in the LCR Partnership Agreement), would have had in the absence of a sale of the CITGO LCR Interest to Newco and Newco A, and to cause LCR to assert any Claims for indemnification, damages, or other relief against the other Party or its Affiliates in connection with amounts paid by LCR relating to the MTBE Matters. In order to effectuate the intent of this Section 5.12(d), Buyer shall cause LCR to assign to Seller any rights that LCR may have now or in the future to assert any such Claims against Buyer or its Affiliates (other than LCR) relating to MTBE Matters. In the event that either Party exercises its rights under this Section 5.12(d) to cause LCR to assert any such Claims against the other Party or its Affiliates, the Parties hereby agree that Seller and Buyer shall only be entitled to 41.25% and 58.75%, respectively, of any amounts recovered relating to any such Claim brought by such Party. Buyer hereby represents and warrants to Seller that it has not, prior to the Closing Date, extinguished, settled or otherwise compromised any such Claim that LCR may have now or in the future against Buyer or its Affiliates (other than LCR) relating to MTBE Matters.

Section 5.13 Employee Matters.

(a) Prior to the date hereof, Buyer has been permitted to interview each employee of Seller loaned to LCR who is listed on Schedule 5.13, and to offer each such employee continued employment with LCR after the Closing Date. Buyer will cause LCR to give each such employee no less than seven days in which to accept or reject any such employment offer.

(b) Buyer shall cause LCR to maintain (i) the Lyondell-CITGO Refining Company LTD. Retention Plan and the Lyondell-CITGO Refining Company LTD. Enhanced Severance Plan in accordance with their terms, and (ii) the Lyondell-CITGO Refining Company LTD. Executive Long Term Incentive Plan in accordance with its terms until any and all awards granted under that Plan as of the Effective Time are earned and paid. Buyer shall cause LCR to maintain and honor any of LCR’s annual bonus plans for the 2006 calendar year and to pay all bonus amounts due under such bonus plans pursuant to the objective formulae set forth therein. Such bonuses shall be reviewed in January or February of 2007 and payment of such bonuses shall occur no later than March 15, 2007.

(c) This Agreement shall not be construed to constitute a continuing commitment to provide any particular level of compensation, Benefit Plan or collective bargaining agreement beyond those provisions expressly set forth herein. LCR will have the option to amend or modify such compensation, Benefit Plan or collective bargaining agreement in accordance with its ordinary practices and all applicable Laws.

Section 5.14 Transfer of CITGO LCR Interest. Seller shall cause all of CITGO LP’s and CITGO GP’s rights, powers, privileges and interests in and to the CITGO LCR Interest free and clear from all Liens to be transferred to Newco A and Newco, and shall warrant and defend title to the CITGO LCR Interest unto Newco A and Newco, their successors and assigns, against any Claims.

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ARTICLE VI

INDEMNIFICATION AND REMEDIES

Section 6.1 Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties hereto contained in this Agreement shall survive the Closing and shall remain in full force and effect for a period of twelve months after the Closing Date, and (b) each covenant and agreement of the Parties hereto contained in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed.

Section 6.2 Indemnification Provisions for Benefit of Buyer. Seller agrees to indemnify, defend and hold harmless each of the Buyer Indemnitees from and against any Losses or Claims actually suffered or incurred by them arising out of or related to the breach of any representation, warranty or covenant of Seller contained in this Agreement. No Claim may be asserted or commenced against Seller pursuant to this Section 6.2 unless written notice of such Claim is received by Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 6.1.

Section 6.3 Indemnification Provisions for Benefit of Seller. Buyer agrees to indemnify, defend and hold harmless each of the Seller Indemnitees from and against any Losses or Claims actually suffered or incurred by them arising out of or related to the breach of any representation, warranty or covenant of Buyer contained in this Agreement. No Claim may be asserted or commenced against Buyer pursuant to this Section 6.3 unless written notice of such Claim is received by Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 6.1.

Section 6.4 Indemnification Procedures; Matters Involving Third Parties.

(a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 6.4, an “Indemnified Party”), shall give the indemnifying party under Section 6.2 and Section 6.3, as applicable (for purposes of this Section 6.4, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Agreement stating the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this ARTICLE VI except to the extent the Indemnifying Party is prejudiced by such failure.

(b) If any third party shall notify an Indemnified Party with respect to any matter (a “Third-Party Claim”) that may give rise to a Claim for indemnification against the Indemnifying Party under this ARTICLE VI, then the Indemnified Party shall promptly (and in any event

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within five Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing.

(c) The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice.

(d) Unless and until the Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 6.4(c), the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate.

(e) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party.

(f) The Indemnifying Party shall have the right to enter into a settlement of a Claim on behalf of an Indemnified Party without its prior consent so long as the sole relief provided in the settlement is monetary damages that are paid in full by the Indemnifying Party. Buyer agrees that it, as the Indemnifying Party, will not agree, without first consulting with and obtaining the consent of Seller (which consent shall not be unreasonably withheld or delayed), to (i) an injunctive order binding on a Seller Indemnitee or (ii) a settlement containing an admission of liability or violation of Law by a Seller Indemnitee. If, after consulting with Buyer, Seller declines to give its consent to such injunctive order or proposed settlement, the Seller shall take over the defense of such Claim at its sole expense, it being understood that (A) in the case of a proposed settlement, Buyer shall pay over to Seller the amounts, if any, agreed to be paid by Buyer, as the Indemnifying Party, on behalf of, or allocable to, the Seller Indemnitee in connection with such proposed settlement and (B) Buyer shall have no further defense or indemnification obligations to a Seller Indemnitee with respect to such Claim under this ARTICLE VI.

Section 6.5 Determination of Recovery. The recovery under any indemnification obligation hereunder shall be limited to the actual loss suffered by the Indemnified Party (i.e., reduced by any insurance proceeds or other payment or recoupment received, realized or retained by the Indemnified Party as a result of the events giving rise to the claim for indemnification net of any expenses related to the receipt of such proceeds, payment or recoupment, including retrospective premium adjustments, if any, and further reduced by any net reduction in Taxes of the Indemnified Party (or the group of Affiliates of which it is a member) occasioned by such loss or damage after taking into account the recovery under such indemnification obligation). Upon the request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information sufficient to allow the Indemnifying Party to calculate the amount of the indemnity payment in accordance with this Section 6.5. An Indemnified Party shall take all reasonable steps to mitigate damages in respect of any Claim for which it is seeking indemnification and shall use commercially reasonable efforts to avoid any costs or expenses associated with such Claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof.

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Section 6.6 Limitations on Liability.

(a) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS ARTICLE VI, INCLUDING THE SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 5.8, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF BUYER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(b) SELLER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS ARTICLE VI, INCLUDING THE SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF SELLER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SELLER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(c) NOTWITHSTANDING ANYTHING THAT MAY BE TO THE CONTRARY IN THIS AGREEMENT, NO INDEMNIFIED PARTY SHALL BE ENTITLED TO RECOVER FROM THE INDEMNIFYING PARTY ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOST PROFITS; PROVIDED, HOWEVER, THAT IF ANY INDEMNIFIED PARTY IS OBLIGATED TO PAY SUCH DAMAGES TO A PERSON THAT IS NOT AN AFFILIATE PURSUANT TO A CLAIM THAT IS ENTITLED TO INDEMNIFICATION HEREUNDER, THEN THE RECOVERY OF SUCH DAMAGES FROM THE INDEMNIFYING PARTY SHALL NOT BE EXCLUDED BY THIS SECTION.

(d) ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE VI, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, THE BUYER INDEMNITEES SHALL HAVE NO RIGHTS TO RECOVERY OR INDEMNIFICATION, DIRECTLY OR INDIRECTLY, FOR ANY LIABILITIES ARISING IN RELATION TO ANY ENVIRONMENTAL MATTERS AND ALL RIGHTS OR REMEDIES WHICH ANY BUYER INDEMNITEE MAY HAVE

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AGAINST SELLER AT OR UNDER APPLICABLE LAW (INCLUDING ANY ENVIRONMENTAL LAW) WITH RESPECT TO ANY LIABILITIES ARISING IN RELATION TO ANY ENVIRONMENTAL MATTERS, ARE EXPRESSLY WAIVED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, BUYER AND ALL BUYER INDEMNITEES DO HEREBY AGREE, WARRANT AND COVENANT TO RELEASE, ACQUIT AND FOREVER DISCHARGE SELLER AND ALL SELLER INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF WHATSOEVER NATURE, INCLUDING WITHOUT LIMITATION ALL CLAIMS, DEMANDS AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE, COMMON OR CIVIL LAW, WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ANY ENVIRONMENTAL MATTERS. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT ENVIRONMENTAL MATTERS DO NOT INCLUDE ANY MTBE MATTERS. FURTHER, IN THE EVENT BUYER OR BUYER INDEMNITEES SEEKS COST RECOVERY, CONTRIBUTION, OR INDEMNIFICATION AGAINST A PRIOR OWNER OF THE PHYSICAL ASSETS THAT RELATES TO OR IN ANY WAY ARISES OUT OF AN ENVIRONMENTAL MATTER, FOR PURPOSES OF CLARIFICATION, IT IS UNDERSTOOD AND AGREED THAT ANY CLAIM, WHETHER ARISING UNDER CONTRACT, STATUTE, COMMON LAW, OR OTHERWISE, MADE BY SUCH PRIOR OWNER AGAINST SELLER OR SELLER INDEMNITEES WITH RESPECT TO SUCH ENVIRONMENTAL MATTER SHALL BE AN ASSUMED OBLIGATION OF BUYER.

Section 6.7 Mutual Release. Except as specifically provided for in this Agreement, including, but not limited to, Section 2.7, Section 5.4, Section 5.5 and Section 5.12, each of Buyer and its Subsidiaries and Seller and its Subsidiaries hereby fully, unconditionally, completely, irrevocably and forever releases, discharges and covenants not to institute Litigation against each other and each other’s current and former Affiliates and all of their respective past and present officers, directors, partners, shareholders, members, employees, agents, insurers, attorneys and other representatives and each of their respective heirs, executors, predecessors, successors and assigns, from any and all manner of Claims, demands, Liens, agreements, contracts, covenants, promises, actions, variances, trespasses, suits, causes of action, controversies, Obligations, debts, dues, sums of money, accounts, attorneys’ fees, reckonings, bonds, bills, specialties, damages, judgments, expenses, executions, orders, affirmative defenses and other Obligations or liabilities of whatever kind or nature, direct or indirect, whether in law, equity, or otherwise, whether or not known at the Effective Time, suspected or claimed arising from, or which in any way relate to the LCR Partnership Agreement. Neither Seller nor Buyer shall receive from or be obligated to make payment of any money or other remuneration to any of the other Settling Parties in consideration of the settlement and release contemplated by this Section 6.7.

Section 6.8 Governing Law. This Agreement shall be construed (both as to validity and performance), interpreted and enforced in accordance with, and governed by, the Laws of the State of Texas, without regard to the conflict of laws principles of Texas.

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Section 6.9 Dispute Resolution. All controversies or disputes arising out of and related to this Agreement shall be resolved in accordance with the Dispute Resolution Procedures.

Section 6.10 Jurisdiction; Consent to Service of Process; Waiver. Each of the Parties agrees, subject to Section 6.9 in the case of an arbitration, that it shall bring any action or proceeding in respect of any Claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state courts located in Harris County, Texas and solely in connection with Claims arising under such agreement or instrument or the transactions contained in or contemplated by such agreement or instrument, (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 7.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of Texas for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties to this Agreement. EACH PARTY HEREBY KNOWINGLY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendment. This Agreement may not be amended except by an instrument in writing authorized by Seller and Buyer and signed by Seller and Buyer.

Section 7.2 Notices. All notices and other communications that are required to be or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by courier or mailed by registered or certified mail (postage prepaid, return receipt requested) to the relevant Party at the following addresses or sent by facsimile to the following numbers:

If to Seller, to:

CITGO Petroleum Corporation

1293 Eldridge Parkway

Houston, Texas 77077

Attention: General Counsel

Telephone: (832) 486-5558

Facsimile: (832) 486-1817

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with a copy to:

Curtis, Mallet-Prevost, Colt & Mosle LLP

101 Park Avenue

New York, New York 10178

Attention: Mark H. O’Donoghue

Telephone: (212) 696-6000

Facsimile: (212) 697-1559

If to Buyer, to:

Lyondell Chemical Company

One Houston Center

1221 McKinney Street, Suite 700

Houston, Texas 77010

Attention: General Counsel

Telephone: (713) 309-2665

Facsimile: (713) 309-2143

with a copy to:

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

Attention: Hugh Tucker

Telephone: (713) 229-1656

Facsimile: (713) 229-2856

or to such other address or facsimile number as Seller or Buyer may, from time to time, designate in a written notice given in accordance with this Section 7.2. Any such notice or communication shall be effective (a) if delivered in person or by courier, upon actual receipt by the intended recipient, (b) if sent by facsimile transmission, upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during recipient’s normal business hours, or (c) if mailed, upon the earlier of five days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

Section 7.3 Public Announcements. Neither Seller nor Buyer will issue or make any press releases or similar public announcements concerning the transactions contemplated hereby or by the Other Agreements without the other Party’s prior written consent, which shall not be unreasonably withheld, except as may be required by applicable Law. In the event that a Party believes it is required to issue or make any press release or announcement, such Party shall give prompt notice thereof to the other Party.

Section 7.4 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by Seller in connection with this Agreement and the transactions contemplated hereby shall be paid by Seller, and all costs and expenses incurred by Buyer in connection with this Agreement and the transactions contemplated hereby shall be paid by Buyer.

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Section 7.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 7.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Section 7.7 Assignment. This Agreement shall not be assigned by either Party except that either Party may assign its rights (but not its Obligations) hereunder to any direct or indirect wholly owned Subsidiary. Any purported assignment of this Agreement in violation of this Section 7.7 shall be null and void.

Section 7.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors, and to the benefit of (i) the Buyer Indemnitees, (ii) the Seller Indemnitees and (iii) Newco A and Newco, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.9 Failure or Indulgence Not Waiver. No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

Section 7.10 Time of the Essence. Time is of the essence in this Agreement. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Section 7.11 Counterparts. This Agreement may be executed in multiple counterparts and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 7.12 Entire Agreement. This Agreement (together with the Exhibits and the Schedules) constitute the entire agreement of the Parties hereto, and supersede all prior agreements and undertakings, both written and oral, among the Parties hereto, with respect to the transfer of the CITGO LCR Interest to Newco A and Newco.

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Section 7.13 Mutual Form. Each Party acknowledges that, in the negotiation and drafting of this Agreement, it has been represented by, and relied upon the advice of, counsel of its choice. Each Party affirms that its counsel has had a substantial role in the drafting and negotiation of this Agreement. Therefore, each Party agrees that no rule of construction to the effect that any ambiguities are to be resolved against the drafter shall be employed in the interpretation of this Agreement.

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of the date first written above by its officer thereunto duly authorized.

CITGO PETROLEUM CORPORATION
By:	/s/ Alejandro Granado
Name:	Alejandro Granado
Title:

LYONDELL CHEMICAL COMPANY
By:	/s/ Dan F. Smith
Name:	Dan F. Smith
Title:	President and Chief Executive Officer

[Sale and Purchase Agreement]

EX-99.3

Exhibit 99.3

PARTNERSHIP INTEREST TRANSFER AGREEMENT

THIS PARTNERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2006, by and among CITGO REFINING INVESTMENT COMPANY, an Oklahoma corporation (“CITGO LP”), CITGO GULF COAST REFINING, INC., a Delaware corporation (“CITGO GP” and, together with CITGO LP, the “Assignors”), LYONDELL HOUSTON REFINERY A INC., a Delaware corporation (“Newco A”), LYONDELL HOUSTON REFINERY INC., a Delaware corporation (“Newco LP” and, together with Newco A, the “Assignees”), LYONDELL REFINING PARTNERS LP, a Delaware limited partnership (“Lyondell LP”), and LYONDELL REFINING COMPANY LP, a Delaware limited partnership (“Lyondell GP” and, together with Lyondell LP, the “Lyondell Partners”).

W I T N E S S E T H :

WHEREAS, the Assignors and the Lyondell Partners own all of the partnership interests in LYONDELL-CITGO Refining LP, a Delaware limited partnership (“LCR”);

WHEREAS, Lyondell Chemical Company, a Delaware corporation (“Buyer”), indirectly owns 58.75% of the issued and outstanding partnership interests of LCR (the “LCR Interests”) through the Lyondell Partners;

WHEREAS, CITGO Petroleum Corporation, a Delaware corporation (“Seller”), indirectly owns 41.25% of the LCR Interests through CITGO LP, with a 40.25% limited partnership interest in LCR, and CITGO GP, with a 1% general partnership interest in LCR;

WHEREAS, Buyer formed Newco A to purchase CITGO GP’s 1% general partnership interest in LCR (save and except the rights reserved by Seller under Section 2.7 of the SPA (as hereinafter defined)) (the “CITGO GP Interest”);

WHEREAS, Buyer formed Newco LP to purchase CITGO LP’s 40.25% limited partnership interest in LCR (save and except the rights reserved by Seller under Section 2.7 of the SPA) (the “CITGO LP Interest” and, together with the CITGO GP Interest, the “Assigned Interests”);

WHEREAS, Buyer and Seller have entered that certain Sale and Purchase Agreement dated as of the date hereof (the “SPA”) whereby Seller agreed to cause the Assigned Interests to be sold, assigned and transferred to Newco A and Newco LP, and Buyer agreed that Newco A and Newco LP would purchase and accept the Assigned Interests from Seller in accordance with the terms and conditions of the SPA;

WHEREAS, Section 2.4(i) of the SPA provides that Seller shall deliver, or cause to be delivered to Buyer, instruments of assignment and transfer as necessary to transfer to Newco A and Newco LP, all of CITGO GP’s and CITGO LP’s right, title and interest in the Assigned Interests free and clear of all Liens (as defined in the SPA); and

WHEREAS, pursuant to this Agreement the Assignees desire to sell to the Assignors, and the Assignors desires to purchase from the Assignees, the Assigned Interests in accordance with the terms and conditions of this Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the parties’ promises, undertakings and agreements hereinafter set out and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:

1. Transfer of CITGO LP Interest. CITGO LP hereby assigns, transfers, sets over, conveys and delivers unto Newco LP, its successors and assigns, all of the rights, powers, privileges and interests of CITGO LP in and to the CITGO LP Interest free and clear of all Liens, TO HAVE AND TO HOLD the same unto Newco LP, its successors and assigns, forever, and CITGO LP does hereby bind itself, its successors and assigns to warrant and defend title to the CITGO LP Interest unto Newco LP, its successors and assigns, against the lawful claims of any and all persons whomsoever in accordance with the SPA. CITGO LP hereby withdraws from LCR as a Limited Partner (as such term is defined in the Limited Partnership Agreement of LYONDELL-CITGO Refining LP dated December 31, 1998, as amended (the “LCR Partnership Agreement”)) and ceases to be a Limited Partner of LCR.

2. Transfer of CITGO GP Interest. CITGO GP hereby assigns, transfers, sets over, conveys and delivers unto Newco A, its successors and assigns, all of the rights, powers, privileges and interests of CITGO GP in and to the CITGO GP Interest free and clear from all Liens, TO HAVE AND TO HOLD the same unto Newco A, its successors and assigns, forever, and CITGO GP does hereby bind itself, its successors and assigns to warrant and defend title to the CITGO GP Interest unto Newco A, its successors and assigns, against the lawful claims of any and all persons whomsoever in accordance with the SPA. CITGO GP hereby withdraws from LCR as a General Partner (as such term is defined in the LCR Partnership Agreement) and ceases to be a General Partner of LCR.

3. Assigned Interests. The Assigned Interests constitute one hundred percent (100%) of the Assignors’ ownership interest in LCR. Nothing in this Agreement expands any representation, warranty or Obligation (as defined in the SPA) of Seller contained in the SPA, nor creates any additional Obligation for which Seller, CITGO GP or CITGO LP would not otherwise be responsible for under the SPA.

4. Consent of Lyondell Partners. In accordance with Section 10.3(B)(i) of the LCR Partnership Agreement, the Lyondell Partners hereby consent to the transfer of the Assigned Interests by the Assignors to the Assignees pursuant to this Agreement and the SPA; provided, however, that the Lyondell Partners do not consent to the admission of Newco A as a partner of LCR.

5. Waiver of Transfer Restrictions. The Assignors and the Lyondell Partners hereby waive, in respect of the sale and transfer of the Assigned Interests by the Assignors to the Assignees, compliance with the provisions of the LCR Partnership Agreement, including Article 10 thereof, relating to the sale and transfer of the Assigned Interests by the Assignors to the Assignees.

6. Assumption of Partnership Agreement by Newco LP. Newco LP hereby agrees to be bound by the LCR Partnership Agreement, to assume and satisfy all liabilities and pay and perform all the obligation and duties of CITGO LP, as transferring Partner, and to become a Substituted Limited Partner (as defined in the LCR Partnership Agreement) in place of CITGO LP.

7. Assumption of Partnership Agreement by Newco A. Newco A hereby agrees to be bound by the LCR Partnership Agreement, to assume and satisfy all liabilities and pay and perform all the obligation and duties of CITGO GP, as transferring Partner. The Lyondell Partners and Newco LP hereby agree that Newco A shall not be admitted as a Substitute General Partner (as defined in the LCR Partnership Agreement) in place of CITGO GP but acknowledge that for purposes of the LCR Partnership Agreement Newco A is an assignee of the CITGO GP Interest. In connection with the transfer of the CITGO GP Interest to Newco A, the Lyondell Partners, Newco A and Newco LP hereby agree that Newco A’s interest in LCR shall be converted into a limited partner interest in LCR and that Newco A shall be admitted to LCR as a Limited Partner (as defined in the LCR Partnership Agreement).

8. Additional Confirmations. The Assignors and the Assignees hereby agree to execute any instruments or documents required to evidence further or to confirm the Agreement effected hereby.

9. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same Agreement.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Assignors, the Assignees and the Lyondell Partners and their respective heirs, legal representatives, successors and assigns.

11. Modification and Waiver. No supplement, modification, waiver or termination of this Agreement or any provision hereof shall be binding unless executed in writing by the parties to be bound thereby. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

12. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to the principles or policies thereof with respect to conflicts of laws.

13. Dispute Resolution. All controversies or disputes arising out of and related to this Agreement shall be resolved in accordance with Article 6 of the SPA.

14. Controlling Agreement. To the extent there is any conflict between this Agreement and the SPA, the terms and provisions of the SPA shall control.

[End of Page]

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

ASSIGNORS:
CITGO REFINING INVESTMENT COMPANY
By:	/s/ Randall J. Carbo
Name:	Randall J. Carbo
Title:	President
CITGO GULF COAST REFINING, INC.
By:	/s/ Philip J. Reedy
Name:	Philip J. Reedy
Title:	VP Finance
ASSIGNEES:
LYONDELL HOUSTON REFINERY A INC.
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate
LYONDELL HOUSTON REFINERY INC.
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate

LYONDELL PARTNERS:
LYONDELL REFINING PARTNERS LP
By:	LYONDELL REFINING GP LLC, its general partner
By:	LYONDELL CHEMICAL COMPANY, its sole member
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate
LYONDELL REFINING COMPANY LP
By:	LRC HOLDING GP LLC, its general partner
By:	LYONDELL CHEMICAL COMPANY, its sole member
By:	/s/ Allen C. Holmes
Name:	Allen C. Holmes
Title:	Vice President, Tax and Real Estate

EX-99.4

Exhibit 99.4

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into by and between LYONDELL-CITGO Refining LP, a Delaware limited partnership (“LCR”), and PDVSA-Petróleo, S.A., a company formed under the laws of the Bolivarian Republic of Venezuela (“PDVSA”), on August 16, 2006.

WITNESSETH:

WHEREAS, Lyondell Chemical Company, a Delaware corporation (“Lyondell”), and CITGO Petroleum Corporation, a Delaware corporation (“CITGO”), are the indirect owners of all of the issued and outstanding partnership interests in LCR;

WHEREAS, in connection with the formation of LCR, LCR and PDVSA executed and delivered that certain Crude Oil Supply Agreement dated May 5, 1993, as amended, under which PDVSA sells crude oil to LCR (the “CSA”);

WHEREAS, LCR has requested the termination of the CSA and has expressed its interest in executing and delivering a replacement crude oil sales agreement with PDVSA (“Replacement CSA”) which would become effective upon termination of the CSA and apply to all cargos of crude oil sold by PDVSA and lifted by LCR, with a bill of lading date on or after August 1, 2006 (the “Effective Date”);

WHEREAS, PDVSA is unwilling to terminate the CSA unless and until it receives in consideration of agreeing to such termination the Termination Payment (as hereinafter defined); and

WHEREAS, LCR and PDVSA have negotiated and are ready to terminate the CSA and to execute and deliver the Replacement CSA which will take effect upon such termination in accordance with this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Upon receipt by PDVSA, by wire transfer or delivery of other immediately available funds, of three hundred million U.S. Dollars (US $300,000,000.00) (the “Termination Payment”), the parties hereto hereby agree that (a) except as otherwise set forth in Section 2 below and notwithstanding the date of execution of this Agreement, the CSA shall terminate effective as of 9:00 A.M. Central time on August 1, 2006 (the “Effective Date”), and (b) the Replacement CSA shall come into force and effect immediately upon such termination. The parties hereto further agree that, for all purposes of the CSA, the Termination Date (as defined in the CSA) shall be the Effective Date, and each of them hereby waives compliance with the provisions of Article III of the CSA providing for the termination of that agreement.

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2. Upon receipt of the Termination Payment and the termination of the CSA in accordance with Section 1 above, all obligations of LCR and PDVSA under the CSA shall cease, with the exception of (a) the obligation of LCR to pay PDVSA for all cargos lifted under the terms of the CSA with a bill of lading date prior to the Effective Date; (b) the obligation of PDVSA or LCR to pay outstanding demurrage obligations, if any, for cargos lifted prior to the Effective Date, and (c) claims with regard to the quantity or quality of cargos lifted prior to the Effective Date.

3. EACH OF LCR AND PDVSA HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE THE OTHER PARTY OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT THAT MAY ARISE UNDER THE CSA TO THE MAXIMUM EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, EACH PARTY RESERVES ALL OF ITS RIGHTS WITH RESPECT TO (a) THE OBLIGATION OF LCR TO PAY PDVSA FOR ALL CARGOS LIFTED UNDER THE TERMS OF THE CSA WITH A BILL OF LADING DATE PRIOR TO THE EFFECTIVE DATE; (b) THE OBLIGATION OF PDVSA OR LCR TO PAY DEMURRAGE OBLIGATIONS, IF ANY, FOR CARGOS LIFTED PRIOR TO THE EFFECTIVE DATE, AND (c) CLAIMS WITH REGARD TO THE QUANTITY OR QUALITY OF CARGOS LIFTED PRIOR TO THE EFFECTIVE DATE.

4 The validity, interpretation and performance of this Termination Agreement and each of its provisions shall be governed by the applicable laws of the Bolivarian Republic of Venezuela, without regard to the application of its principles of conflicts of laws and as in effect on the Effective Date.

5. All disputes arising under or in connection with this Agreement shall be finally settled by arbitration under the Rules of Arbitration (“ICC Rules”) of the International Chamber of Commerce in effect at such time. The place of arbitration shall be Paris, France and the language of the arbitration shall be English. The number of arbitrators shall be three (3) and the arbitrators shall apply the substantive law of the Bolivarian Republic of Venezuela, as in effect on the Effective Date, to the merits of the dispute. Any arbitral award relating to the performance by either party of its obligations under this Agreement shall be (i) reasoned in accordance with Article 25.2 of the ICC Rules; (ii) in writing, and (iii) final and binding on all parties to the arbitration. Any arbitral award may be confirmed or embodied in any order or judgment of any court of competent jurisdiction.

6. LCR and PDVSA each hereby represent and warrant to the other that the execution, delivery and performance hereof by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and that this Termination Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefore may be brought.

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7. This Agreement may be executed in multiple counterparts by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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This Agreement is executed effective on the date first written above.

PDVSA-PETRÓLEO, S.A.		LYONDELL-CITGO REFINING LP
By:	/s/ Asdrúbal Chávez	By:	/s/ William F. Thompson
Name:	Asdrúbal Chávez	Name:	William F. Thompson
Title:	Executive Director, Supply and Marketing	Title:	Vice President and General Manager
Date:	August 16, 2006	Date:	August 16, 2006

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