SECOND SUPPLEMENTAL INDENTURE dated as of July 5, 2007 among LYONDELL CHEMICAL COMPANY, as Company LYONDELL EUROPE HOLDINGS INC., as Subsidiary Guarantor and THE BANK OF NEW YORK, as Trustee _________________________ 8% Senior Notes due 2016

 

 

 

 

 

 

dated as of July 5, 2007

 

among

 

 

LYONDELL CHEMICAL COMPANY,

 

 

as Company

 

 

LYONDELL EUROPE HOLDINGS INC.,

 

as Subsidiary Guarantor

 

 

and

 

 

THE BANK OF NEW YORK,

 

as Trustee

 

 

_________________________

 

 

8¼% Senior Notes due 2016

 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 5, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Company”) LYONDELL EUROPE HOLDINGS INC., a Delaware corporation (the “Undersigned”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).

 

 

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of September 20, 2006 (as amended, supplemented or otherwise modified, the “Indenture”), relating to the Company’s 8¼% Senior Notes due 2016 (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.

 

 

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.  The 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.

 

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

 

By: /s/ Karen A. Twitchell                                                              

Karen A. Twitchell

Vice President and Treasurer

 

LYONDELL EUROPE HOLDINGS INC.

By: /s/ Francis P. McGrail                                                              

       Francis P. McGrail

       President and Treasurer

THE BANK OF NEW YORK,

 

as Trustee

 

By: /s/ Robert A. Massimillo                                                              

Name:  Robert A. Massimillo

                     Vice President