lyo10q093007exhibit412e.htm


    Exhibit
      4.12(e)

    


    


    FOURTH
      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

    


    
 

    111⁄8%
      Senior Secured Notes due 2012


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      FOURTH 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 July 2, 2002 (as amended, supplemented or
      otherwise modified, the “Indenture”), relating to the Company’s
      111⁄8% Senior Secured Notes due 2012 (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

    Title:     Vice
      President