First Supplemental Indenture to 9.50% Senior Secured Notes Due 2008 between Lyondell Chemical Company, Subsidiary Guarantors, and The Bank of New York

Summary

This agreement is a supplemental indenture dated July 3, 2002, between Lyondell Chemical Company, its subsidiary guarantors, and The Bank of New York as trustee. It amends certain terms of a previous indenture governing Lyondell’s 9.50% Senior Secured Notes due 2008, including definitions, dividend payment limits, and procedures for applying proceeds from asset sales. The changes were approved by a majority of noteholders. All other terms of the original indenture remain in effect. The agreement is governed by New York law.

EX-4.16(B) 7 dex416b.txt FIRST SUPPLEMENTAL INDENTURE - 9.5% NOTES EXHIBIT 4.16(b) LYONDELL CHEMICAL COMPANY, THE SUBSIDIARY GUARANTORS party hereto and THE BANK OF NEW YORK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 3, 2002 to INDENTURE Dated as of December 4, 2001 THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplement"), dated as of July 3, 2002 (the "Closing Date"), among Lyondell Chemical Company, a Delaware corporation ("Lyondell"), the Subsidiary Guarantors party hereto (the "Subsidiary Guarantors"), and The Bank of New York, as trustee (the "Trustee"), supplements the Indenture dated as of December 4, 2001, among Lyondell, the Subsidiary Guarantors and the Trustee, pursuant to which the 9.50% Senior Secured Notes Due 2008 (the "Notes") were issued and are outstanding (the "Indenture"). RECITALS WHEREAS, Lyondell has executed and delivered to the Trustee the Indenture, providing for the issuance of the Notes as provided in the Indenture and guaranteed by the Subsidiary Guarantors to the extent provided therein; 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 Consent Solicitation Statement dated June 19, 2002, as amended, the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes has been obtained to effect changes to the Indenture amending Sections 1.01, 4.07(b)(ix) and 4.09(b)(i) of the Indenture. NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH: In consideration of the premises and other good and valuable consideration, the parties hereto hereby agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows: SECTION ONE 1.1 Capitalized terms used 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 Supplement. The recitals herein are deemed to be those of Lyondell. SECTION TWO AMENDMENTS 2.1 Section 1.01 of the Indenture shall be amended to add the following sentence at the end of the definition of "Subsidiary" currently set forth in the Indenture: No Specified Joint Venture that otherwise would be a "Subsidiary" under this definition shall be deemed to be or become a Subsidiary or a Restricted Subsidiary until such designation would not result in a Default under Section 4.06 (provided that, if (i) such Specified Joint Venture would otherwise be or become a "Subsidiary" as a result of an Investment by the Company or any Restricted Subsidiary made after June 12, 2002, and (ii) such Investment is not made in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary or Joint Venture of the Company) of, Qualified Equity Interests of the Company, then this sentence shall not apply); at such time as the designation of such Specified Joint Venture would not result in a Default under Section 4.06, such Specified Joint Venture shall automatically be a Subsidiary and a Restricted Subsidiary (unless designated as an Unrestricted Subsidiary). 2.2 Section 4.07(b)(ix) of the Indenture shall be amended to read in its entirety as follows: (ix) the payment of dividends on the Company's common stock at a rate not to exceed $0.90 per share per annum (such $0.90 amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction made after the Issue Date so that the aggregate amount of dividends payable after such transaction is the same as the amount payable immediately prior to such transaction); 2.3 Section 4.09(b)(i) of the Indenture shall be amended to read in its entirety as follows: (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option: (i) to permanently repay Senior Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that, so long as the provisions of Section 4.12 are in effect, only (A) repayment of Senior Indebtedness incurred under the Existing Credit Facility (but not any refinancing thereof other than a credit facility with commercial banks and other lenders) or (B) if a Restricted Subsidiary that is not a Subsidiary Guarantor has consummated the Asset Sale, repayment of Indebtedness of such Restricted Subsidiary, with a corresponding reduction in commitments with respect thereto in the case of revolving borrowings (provided that the aggregate of all repayment of Indebtedness by any Restricted Subsidiary under this Section 4.09(b)(i)(B) shall not exceed the amount of Indebtedness of such Restricted Subsidiary (including in Indebtedness, for purposes of this Section 4.09(b)(i)(B) only, the undrawn portion of any revolving credit facility of such Restricted Subsidiary) as of June 30, 2002), shall constitute a repayment of Indebtedness permitted pursuant to this clause (i); or 2 SECTION THREE RATIFICATION Except as expressly amended and supplemented in this Supplement, the Indenture shall remain unchanged and in full force and effect. This Supplement shall be construed as supplemental to the Indenture and shall form a part thereof. SECTION FOUR GOVERNING LAW This Supplement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed therein. SECTION FIVE COUNTERPARTS This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3 IN WITNESS WHEREOF, the parties have duly executed and delivered this First Supplemental Indenture or have caused this First 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 By:/s/ Karen A. Twitchell -------------------------------------- Name: Karen A. Twitchell Title: Vice President and Treasurer ARCO CHEMICAL TECHNOLOGY, INC., as a Subsidiary Guarantor By:/s/ Francis P. McGrail -------------------------------------- Name: Francis P. McGrail Title: President and Treasurer ARCO CHEMICAL TECHNOLOGY, L.P., as a Subsidiary Guarantor By: ARCO Chemical Technology Management, Inc., its General Partner By:/s/ Francis P. McGrail -------------------------------------- Name: Francis P. McGrail Title: President and Treasurer LYONDELL CHEMICAL NEDERLAND, LTD., as a Subsidiary Guarantor By:/s/ Karen A. Twitchell -------------------------------------- Name: Karen A. Twitchell Title: Vice President and Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Van K. Brown -------------------------------------- Name: Van K. Brown Title: Vice President