THIRD SUPPLEMENTAL INDENTURE dated as of June 30, 2006
Exhibit 4.10(b)
THIRD SUPPLEMENTAL INDENTURE
dated as of June 30, 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 THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of June 30, 2006, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the Company), LRC HOLDINGS GP LLC, a Delaware limited liability company, LRC HOLDINGS LP LLC, a Delaware limited liability company, LRP HOLDINGS LP LLC, a Delaware limited liability company, LYONDELL (PELICAN) PETROCHEMICAL L.P.1, INC., a Delaware corporation, LYONDELL CHEMICAL DELAWARE COMPANY, a Delaware corporation, LYONDELL CHEMICAL PROPERTIES, L.P., a Delaware limited partnership, LYONDELL CHEMICAL TECHNOLOGY MANAGEMENT, INC., a Delaware corporation, LYONDELL CHIMIE FRANCE CORPORATION, a Delaware corporation, LYONDELL FRANCE, INC., a Delaware corporation, LYONDELL LP3 GP, LLC, a Delaware limited liability company, LYONDELL LP3 PARTNERS, LP, a Delaware limited partnership, LYONDELL LP4 INC., a Delaware corporation, LYONDELL PETROCHEMICAL L.P. INC., a Delaware corporation, LYONDELL REFINING COMPANY LP, a Delaware limited partnership, LYONDELL REFINING GP, LLC, a Delaware limited liability company, LYONDELL REFINING LP, LLC, a Delaware limited liability company, LYONDELL REFINING PARTNERS, LP, a Delaware limited partnership, POSM DELAWARE, INC., a Delaware corporation, POSM II PROPERTIES PARTNERSHIP, L.P., a Delaware limited partnership (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 Companys 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.
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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 | |
LRC HOLDINGS GP LLC, as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LRC HOLDINGS LP LLC, as Subsidiary Guarantor | ||
By: | Lyondell Chemical Company, its sole member | |
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
LRP HOLDINGS LP LLC, as Subsidiary Guarantor | ||
By: | Lyondell Chemical Company, its sole member | |
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer |
Signature Page to Supplemental Indenture
LYONDELL (PELICAN) PETROCHEMICAL L.P.1, INC., as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
LYONDELL CHEMICAL DELAWARE COMPANY, as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL CHEMICAL PROPERTIES, L.P., as Subsidiary Guarantor | ||
By: | Lyondell Chemical Technology Management, Inc., its general partner | |
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL CHEMICAL TECHNOLOGY MANAGEMENT, INC., as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer |
Signature Page to Supplemental Indenture
LYONDELL CHIMIE FRANCE CORPORATION, as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
LYONDELL FRANCE, INC., as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
LYONDELL LP3 GP, LLC, as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL LP3 PARTNERS, LP, as Subsidiary Guarantor | ||
By: | LYONDELL LP3 GP, LLC, its general partner | |
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL LP4 INC., as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | Vice President and Assistant Treasurer |
Signature Page to Supplemental Indenture
LYONDELL PETROCHEMICAL L.P. INC., as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
LYONDELL REFINING COMPANY LP, as Subsidiary Guarantor | ||
BY: | LRC Holdings GP LLC, its general partner | |
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL REFINING GP, LLC, as Subsidiary Guarantor | ||
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
LYONDELL REFINING LP, LLC, as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer |
Signature Page to Supplemental Indenture
LYONDELL REFINING PARTNERS, LP, as Subsidiary Guarantor | ||
By: | Lyondell Refining GP, LLC, its general partner | |
By: | /s/ Francis P. McGrail | |
Name: | Francis P. McGrail | |
Title: | President and Treasurer | |
POSM DELAWARE, INC., as Subsidiary Guarantor | ||
By: | /s/ Karen A. Twitchell | |
Name: | Karen A. Twitchell | |
Title: | Vice President and Treasurer | |
POSM II PROPERTIES PARTNERSHIP, L.P., as Subsidiary Guarantor | ||
By: | Lyondell Chemical Company, its general partner | |
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