lyo10q093007exhibit411b.htm


    Exhibit
      4.11(b)

     

    


     

    


     

    


     

    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

     

    


     

    _________________________

     

    


     

    81⁄4%
      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”).

     

    RECITALS

     

    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
      81⁄4% 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.

     

    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.  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