FIFTH SUPPLEMENTAL INDENTURE dated as of December 6, 2007 among LYONDELL CHEMICAL COMPANY, as Company and THE BANK OF NEW YORK, as Trustee __________________________ 10.500% Senior Secured Notes due 2013

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

Exhibit 4.15(f)

FIFTH SUPPLEMENTAL INDENTURE

dated as of December 6, 2007

among

LYONDELL CHEMICAL COMPANY,

as Company

and

THE BANK OF NEW YORK,

as Trustee

__________________________

10.500% Senior Secured Notes due 2013

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

RECITALS

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

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

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

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

AGREEMENT

SECTION ONE

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

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

SECTION TWO

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

[Intentionally Omitted].

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

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

(a) [Intentionally Omitted].

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

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

[Intentionally Omitted].

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

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

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

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

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

(iii) [Intentionally Omitted].

(iv) [Intentionally Omitted].

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

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

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

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

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

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

(iii) [Intentionally Omitted].

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

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

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

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

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

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

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

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

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

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

(j) [Intentionally Omitted].

2.22

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

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

SECTION THREE

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

SECTION FOUR

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

SECTION FIVE

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

SECTION SIX

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

SECTION SEVEN

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

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

LYONDELL CHEMICAL COMPANY, as

Company

By: /s/ Charles L. Hall

Name: Charles L. Hall

Title: Vice President, Controller

and Chief Accounting Officer

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert A. Massimillo

Name: Robert A. Massimillo

Title: Vice President