##### Table of Contents





As filed with the Securities and Exchange Commission on
    June 24, 2011
  File
    No. 333-
     UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
    LYONDELLBASELL INDUSTRIES
    N.V.
 LYONDELL CHEMICAL
    COMPANY
 (Exact name of registrant as
    specified in its charter)
    The Netherlands

2860

98-0646235Delaware

2860

95-4160558(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   Weena 737
    3013AM Rotterdam
    The Netherlands
    31 10 275 5500

1221 McKinney Street
    Suite 700
    Houston, Texas 77010
    (713) 309  7200  (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  Craig B. Glidden
    Weena 737
    3013AM Rotterdam
    The Netherlands
    31 10 275 5500 (Name, Address, including
    zip code, and telephone number, including area code, of agent
    for service)
  Approximate date of commencement of proposed sale to the
    public:
  þ
  o
  o
  o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)    CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount


Offering


Aggregate


RegistrationSecurities to be Registered


to be Registered


Price per Note(1)


Offering Price


Fee(1)11% Senior Secured Notes due 2018


$602,883,016


100%


$602,883,016


$69,995Guarantees of 11% Senior Secured Notes due 2018(2)











(3)   (1)
    Estimated solely for the purposes of calculating the amount of
    the registration fee pursuant to Rule 457(c) under the
    Securities Act of 1933, as amended.      The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### Table of Contents





TABLE OF
    ADDITIONAL REGISTRANT GUARANTORS
  State or OtherJurisdiction of


IRS EmployerIncorporation


IdentificationExact Name of Registrant Guarantors(1)

or Formation


NumberLyondellBasell Finance Company


Delaware



75-3260806LyondellBasell Acetyls, LLC


Delaware



27-1191233Houston Refining LP


Delaware



76-0395303LyondellBasell F&F Holdco, LLC


Delaware



27-1191320LyondellBasell Acetyls Holdco, LLC


Delaware



27-1191133Lyondell Refining I LLC


Delaware



76-0321158Lyondell Refining Company LLC


Delaware



76-0321158Lyondell Europe Holdings Inc.


Delaware



26-0547030Lyondell Chimie France LLC


Delaware



23-1976967Lyondell Chemical Technology, L.P.


Delaware



54-1613415Lyondell Chemical Technology Management, Inc.


Delaware



23-2631289Lyondell Chemical Technology 1 Inc.


Delaware



56-2561588Lyondell Chemical Properties, L.P.


Delaware



23-2836105Lyondell Chemical Overseas Services, Inc.


Delaware



95-4086869Lyondell Chemical International Company


Delaware



51-0109803Lyondell Chemical Delaware Company


Delaware



51-0309094Equistar Chemicals, LP


Delaware



76-0550481Basell North America Inc.


Delaware



51-0272090Equistar GP, LLC


Delaware



27-1190908Equistar LP, LLC


Delaware



27-1191017




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The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.  SUBJECT TO COMPLETION, DATED
    JUNE 24, 2011
  Preliminary
    Prospectus
  
 LYONDELL CHEMICAL
    COMPANY
  $602,883,016 11% Senior
    Secured Notes due 2018
            See Risk Factors beginning on page 5 of this
    prospectus for a discussion of certain risks that you should
    consider prior to investing in the Notes.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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##### 



Table of
    Contents
   
 CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING
    STATEMENTS


iiSUMMARY INFORMATION


1WHERE TO FIND MORE INFORMATION


4RISK FACTORS


5USE OF PROCEEDS


14PLAN OF DISTRIBUTION


14SELLING SECURITYHOLDERS


15RATIO OF EARNINGS TO FIXED CHARGES


16DESCRIPTION OF THE NOTES


16LEGAL MATTERS


92INTERESTS OF NAMED EXPERTS AND COUNSEL


92EXPERTS


92EX-4.3EX-5.1EX-5.2EX-12.1EX-23.3EX-23.4EX-23.5EX-25.1      You should rely only on the information contained in this
    prospectus and any applicable prospectus supplement or
    amendment. We have not authorized any person to provide you with
    different information. This prospectus is not an offer to sell,
    nor is it an offer to buy, these securities in any state where
    the offer or sale is not permitted. The information in this
    prospectus is complete and accurate as of the date on the front
    cover of this prospectus, but our business, financial condition
    or results of operations may have changed since that date.




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CAUTIONARY
    INFORMATION REGARDING FORWARD-LOOKING STATEMENTS    
    if we are unable to comply with the terms of our credit
    facilities and other financing arrangements, those obligations
    could be accelerated, which we may not be able to repay;
    we may be unable to incur additional indebtedness or obtain
    financing on terms that we deem acceptable, including for
    refinancing of our current obligations; higher interest rates
    and costs of financing would increase our expenses;
    our ability to implement business strategies may be negatively
    affected or restricted by, among other things, governmental
    regulations or policies;
    the cost of raw materials represent a substantial portion of our
    operating expenses, and energy costs generally follow price
    trends of crude oil and natural gas; price volatility can
    significantly affect our results of operations and we may be
    unable to pass raw material and energy cost increases on to our
    customers;
    industry production capacities and operating rates may lead to
    periods of oversupply and low profitability;
    uncertainties associated with worldwide economies create
    increased counterparty risks, which could reduce liquidity or
    cause financial losses resulting from counterparty exposure;
    the negative outcome of any legal, tax and environmental
    proceedings may increase our costs;
    we may be required to reduce production or idle certain
    facilities because of the cyclical and volatile nature of the
    supply-demand balance in the chemical and refining industries,
    which would negatively affect our operating results;
    we may face operating interruptions due to events beyond our
    control at any of our facilities, which would negatively impact
    our operating results, and because the Houston refinery is our
    only North American refining operation, we would not have the
    ability to increase production elsewhere to mitigate the impact
    of any outage at that facility;
    regulations may negatively impact our business by, among other
    things, restricting our operations, increasing costs of
    operations or requiring significant capital expenditures;
    we face significant competition due to the commodity nature of
    many of our products and may not be able to protect our market
    position or otherwise pass on cost increases to our customers;
    we rely on continuing technological innovation, and an inability
    to protect our technology, or others technological
    developments could negatively impact our competitive
    position; and ii




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
    we are subject to the risks of doing business at a global level,
    including fluctuations in exchange rates, wars, terrorist
    activities, political and economic instability and disruptions
    and changes in governmental policies, which could cause
    increased expenses, decreased demand or prices for our products
    and/or
    disruptions in operations, all of which could reduce our
    operating results.   iii




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PROSPECTUS
    SUMMARY  This summary highlights information contained elsewhere in
    this prospectus and does not contain all of the information that
    may be important to you. You should read the entire prospectus,
    including the financial data and related notes and the
    information incorporated by reference into this prospectus,
    before making an investment decision. In this prospectus, the
    terms our, we, us,
    LyondellBasell, the Company, and similar
    terms refer to LyondellBasell Industries N.V. and include all of
    our consolidated subsidiaries unless the context requires
    otherwise. When we use Lyondell Chemical or
    LCC, we are referring to our wholly owned subsidiary
    and the issuer of the notes, Lyondell Chemical Company.
  The
    Company
  Overview
    Emergence
    from Chapter 11 Proceedings
 1




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General
    Corporate Information
  naamloze
    vennootschap (713) 309-7200.
  The
    Offering
    Issuer
    
    Lyondell Chemical CompanySecurities Offered
    
    Up to $602,883,016 principal amount of 11% Senior Secured
    Notes due 2018.Maturity Date
    
    May 1, 2018.Interest Payment Dates
    
    February 1 and August 1Guarantees
    
    The Notes are jointly and severally, and fully and
    unconditionally, guaranteed by LyondellBasell Industries N.V.
    and, subject to certain exceptions, each existing and future
    wholly owned U.S. restricted subsidiary of LyondellBasell
    Industries N.V., other than any such subsidiary that is a
    subsidiary of a
    non-U.S.
    subsidiary (the Subsidiary Guarantors and together
    with LyondellBasell Industries N.V., the
    Guarantors). For information on the guarantees, see
    Description of Notes  The Guarantees.Security
    
    The Notes are secured by a third priority lien on
    (i) substantially all of Lyondell Chemical and each
    Subsidiary Guarantors existing and future property and
    assets (subject to certain exceptions), (ii) the capital
    stock of all U.S. subsidiaries of LyondellBasell Industries N.V.
    and each Subsidiary Guarantor (other than any such subsidiary
    that is a subsidiary of a
    non-U.S.
    subsidiary), and (iii) 65% of the capital stock and 100% of
    the non-voting capital stock of all first-tier
    non-U.S.
    subsidiaries of the Issuer or LyondellBasell Industries N.V., in
    each case subject to certain exceptions, permitted liens and
    release under certain circumstances. For more information, see
    Description Notes  Security.In addition, pledges of capital stock or other securities of our
    subsidiaries are limited to the extent
    Rule 3-16
    of
    Regulation S-X
    would require the filing of separate financial statements with
    the SEC for that subsidiary (such limitation is referred to
    herein as the 3-16 Exemption); provided that the
    3-16 Exemption will not apply to the capital stock of Lyondell
    Chemical and LyondellBasell Subholdings B.V. See
    Description of Notes  Security.Ranking
    
    The Notes are our senior third-priority secured obligations and
    rank equal in right of payment to all of our other existing and
    future senior indebtedness, and rank senior in right of payment
    to all existing and future subordinated indebtedness. In the
    event of
 2




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enforcement of the liens securing the Notes, the proceeds
    thereof will first be applied to repay obligations secured by
    senior priority liens, including our Senior Term Loan Facility,
    our ABL Facility and our First Lien Notes. See Description
    of Notes  Ranking and Description of
    Notes  Security.Optional Redemption
    
    At any time prior to May 1, 2013, we may on any one or more
    occasions redeem up to 35% of the original aggregate principal
    amount of the Notes, at a redemption price of 111.000% of the
    principal amount thereof, plus accrued and unpaid interest and
    additional interest, if any, to, but not including, the
    applicable redemption date, with the net proceeds of one or more
    specified equity offerings.In addition, prior to May 1, 2013, we may redeem the Notes
    at our option, in whole at any time or in part from time to
    time, at a redemption price equal to 100% of the principal
    amount thereof plus the applicable make-whole premium as of, and
    accrued and unpaid interest, to, but not including, the
    applicable redemption date.On or after May 1, 2013, we may redeem all or a part of the
    Notes, at the redemption prices (expressed as percentages of
    principal amount) set forth specified under Description of
    Notes  Redemption  Optional
    Redemption plus accrued and unpaid interest thereon, if
    any, to but not including, the applicable redemption date. For a
    further discussion, see Description of Notes 
    Redemption  Optional Redemption.Change of Control
    
    Upon a change of control (as defined in Description of
    Notes  Certain Definitions), we will be
    obligated to offer to repurchase the Notes at 101% of the
    principal amount, plus accrued and unpaid interest, if any, to
    the purchase date.Certain Indenture Covenants
    
    We issued the Notes under an indenture as of April 30, 2010
    with Wells Fargo Bank, National Association, the trustee. The
    indenture, among other things, restricts our ability to: incur additional indebtedness; make investments; pay dividends and make other restricted payments; create certain liens; sell assets; enter into certain types of transactions with our
    affiliates; and enter into mergers, consolidations, or sales of all
    or substantially all of our assets.These covenants are subject to a number of important limitations
    and exceptions. See Description of Notes 
    Certain Covenants. Certain covenants will be suspended
    after we have received investment grade ratings from both
    Moodys Investors Service, Inc. (Moodys) and
    Standard & Poors Ratings Group
    (S&P); provided that no default has occurred
    and is continuing.
 3




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Risk Factors
    
    Investing in the Notes involves risks. See Risk
    Factors beginning on page 5 for a discussion of
    certain factors you should consider in evaluating whether or not
    to invest in the Notes. WHERE YOU
    CAN FIND MORE INFORMATION  Form S-1 1-800-SEC-0330. http://www.sec.gov.
    
    Annual Report on
    Form 10-K
    for the year ended December 31, 2010;
    Definitive Proxy Statement on Schedule 14A for the 2011
    Annual General Meeting of Shareholders;
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011; and
    Current Reports on
    Form 8-K
    filed January 19, 2011, April 1, 2011, May 10,
    2011, May 18, 2011, June 8, 2011, and June 22,
    2011.      LyondellBasell
    Industries N.V.c/o Lyondell
    Chemical Company
    1221 McKinney Street, Suite 700
    Houston, Texas 77010
    Attn: Secretary to the Supervisory Board(713) 309-7200
 4




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RISK
    FACTORS  The following is a discussion of certain risk factors that
    relate specifically to an investment in the Notes. You should
    carefully consider the risks below, as well as those contained
    in our Annual Report on
    Form 10-K
    for the year ended December 31, 2010, which is incorporated
    herein by reference, together with all of the other information
    contained in this prospectus, before deciding to invest in the
    Notes. Additional risks and uncertainties not currently known to
    us or that we currently deem to be immaterial may also
    materially and adversely affect our business. If any of the
    following risks develop into actual events, our business,
    financial condition or results of operations could be materially
    adversely affected and you may lose all or part of your
    investment.
  Risks
    Relating to an Investment in the Notes
  The
    value of the security interest in the collateral may not be
    sufficient to satisfy all our obligations under the
    Notes.
  non-U.S. subsidiary) non-U.S. subsidiaries
       5




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The
    Note are effectively subordinated to all liabilities of our
    non-Guarantor subsidiaries and structurally subordinated to
    claims of creditors of all of our foreign
    subsidiaries.
    non-U.S. subsidiaries. non-U.S. subsidiaries non-U.S. subsidiaries
    Repayment
    of our debt, including required principal and interest payments
    on the Notes, is dependent on cash flow generated by our foreign
    subsidiaries.
    Holders
    of notes will not control decisions regarding
    collateral.
   6




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There
    are circumstances other than repayment or discharge of the Notes
    under which the collateral securing the Notes and guarantees
    will be released automatically, without your consent or the
    consent of the trustee.
    
    a sale, transfer or other disposition of such collateral in a
    transaction not prohibited under the indenture; and
    with respect to collateral held by a Guarantor, upon the release
    of such Guarantor from its guarantee.    The
    collateral securing the Notes may be diluted under certain
    circumstances.
    The
    collateral securing the Notes may be subject to material
    exceptions, defects and encumbrances that adversely impact its
    value.
   7




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State
    law may limit the ability of the collateral agent, trustee and
    the holders of the Notes to foreclose on the real property and
    improvements included in the collateral.
      Rights
    of holders of Notes in the collateral may be adversely affected
    by the failure to perfect liens on certain collateral delivered
    after the issue date or acquired in the future.
     8




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The
    pledge of the capital stock or other securities of the
    Issuers subsidiaries that secure the Notes will
    automatically be released from the lien on it and will no longer
    constitute collateral for so long as the pledge of such capital
    stock or such other securities would require the filing of
    separate financial statements with the SEC for such
    subsidiary.
  Rule 3-16 Regulation S-X
    In the
    event of bankruptcy, the ability of the holders of the Notes to
    exercise remedies in respect of the collateral will be subject
    to certain bankruptcy law limitations.
    
    the commencement or continuation of any action or proceeding
    against the debtor that was or could have been commenced before
    the commencement of the bankruptcy case to recover a claim
    against the debtor that arose before the commencement of the
    bankruptcy case;
    any act to obtain possession of, or control over, property of
    the bankruptcy estate or the debtor;
    any act to create, perfect or enforce any lien against property
    of the bankruptcy estate; and
    any act to collect or recover a claim against the debtor that
    arose before the commencement of the bankruptcy case.   9




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The
    collateral is subject to casualty risks.
      The
    terms of our indenture governing the Notes may restrict our
    current and future operations, particularly our ability to
    respond to changes or to take certain actions.
    
    incur, assume or guarantee additional indebtedness;
    issue redeemable stock and preferred stock;
    pay dividends or distributions or redeem or repurchase capital
    stock;
    prepay, redeem or repurchase certain debt;
    make loans and investments;
    incur liens;
    restrict dividends, loans or asset transfers from our
    subsidiaries;
    sell or otherwise dispose of assets, including capital stock of
    subsidiaries;
    consolidate or merge with or into, or sell substantially all of
    our assets to, another person;
    enter into transactions with affiliates; and
    enter into new lines of business.     10




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
    limited in how we conduct our business;
    unable to raise additional debt or equity financing to operate
    during general economic or business downturns; or
    unable to compete effectively or to take advantage of new
    business opportunities.    In the
    event of a bankruptcy of us or any of the Guarantors, holders of
    the Notes may be deemed to have an unsecured claim to the extent
    that our obligations in respect of the Notes exceed the fair
    market value of the collateral securing the Notes.
  debtor-in-possession
  Insolvency
    laws of jurisdictions outside of the U.S. may preclude holders
    of the Notes from recovering payments due on the
    Notes.
    U.S.
    investors in the Notes may have difficulties enforcing certain
    civil liabilities.
   11




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Fraudulent
    transfer and other laws may permit a court to void the
    guarantees, and if that occurs, you may not receive any payments
    on the guarantees.
    
    we or any of our Subsidiary Guarantors were or was insolvent or
    rendered insolvent by reason of issuing the Notes or the
    guarantees;
    payment of the consideration left us or any of our Subsidiary
    Guarantors with an unreasonably small amount of capital to carry
    on the business; or
    we or any of our Subsidiary Guarantors intended to, or believed
    that we or it would, incur debts beyond our or its ability to
    pay as they mature. If a court were to find that the issuance of
    the Notes or a guarantee was a fraudulent conveyance, the court
    could void the payment obligations under the Notes or such
    guarantee or further subordinate the Notes or such guarantee to
    presently existing and future indebtedness of ours or such
    subsidiary Guarantor, require the holders of the Notes to repay
    any amounts received with respect to the Notes or such guarantee
    or void or otherwise decline to enforce the security interests
    and related security agreements in respect thereof. In the event
    of a finding that a fraudulent conveyance occurred, you may not
    receive any repayment on the Notes. Further, the voidance of the
    Notes could result in an event of default with respect to our
    other debt and that of our Subsidiary Guarantors that could
    result in acceleration of such debt.    
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all its assets;
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liability on
    its existing debts and liabilities, including contingent
    liabilities, as they become absolute and mature; or
    it could not pay its debts as they become due.     12




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The
    Issuer may not be able to fulfill its repurchase obligations in
    the event of a change of control.
        If an
    active trading market does not develop for the Notes, you may
    not be able to resell them.
      
    our operating performance and financial condition;
    our prospects or the prospects for companies in our industry
    generally;
    the interest of securities dealers in making a market in the
    Notes;
    the market for similar securities; and
    prevailing interest rates.   13




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A
    downgrade, suspension or withdrawal of the rating assigned by
    any rating agency to the Notes or to us could cause the
    liquidity or market value of the Notes to decline.
   USE OF
    PROCEEDS   PLAN OF
    DISTRIBUTION  successors-in-interest over-the-counter
           14




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SELLING
    SECURITY HOLDERS  successors-in-interest over-the-counter
         15




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
    the name of each selling security holder;
    the amount of the Notes beneficially owned by that holder before
    the offering; and
    the amount of Notes being offered for sale by that selling
    security holder.  Principal Amount of

Principal Amount ofName

Notes Owned

Notes OfferedApollo Management Holdings, L.P.(1)

$
602,883,016


$
602,883,016     (1)
    
    Apollo Management Holdings, L.P. is the general partner or
    manager of various Apollo investment managers that manage four
    of the Apollo investment funds which hold the Notes. Each of
    Apollo Principal Holdings II, L.P. and Apollo Principal Holdings
    III, L.P. is the general partner or manager of various Apollo
    investment advisors that, individually through various
    affiliated investment advisors, provide investment advisor
    services to, respectively, one of the other Apollo investment
    funds that hold the Notes. The total principal amount of Notes
    being offered by the Apollo investment funds includes Notes held
    by the following record owners: $429,448,184 principal amount of
    Notes held by LeverageSource III S.À.R.L., $22,132,991
    principal amount of Notes held by ACLF/Lyondell S.À.R.L.,
    $20,294,873 principal amount of Notes held by ACLF
    Co-Invest/Lyondell S.À.R.L., $3,672,514 principal amount of
    Notes held by AIE Eurolux S.À.R.L. and $127,334,454
    principal amount of Notes held by LeverageSource XI S.À.R.L. RATIO OF
    EARNINGS TO FIXED CHARGES    Successor

PredecessorThree Months

May 1

January 1

Three MonthsEnded

through

through

EndedMarch 31,

December 31,

April 30,

March 31,

For the Years Ended December 31,2011

2010

2010

2010

2009

2008

2007Ratio of earnings to fixed charges(a)


6.14
x


3.71
x


10.73
x


0.95
x










3.44x     (a)
    
    For the years 2009 and 2008, earnings were insufficient to cover
    fixed charges by $4,076 million and $8,131 million,
    respectively.     DESCRIPTION
    OF THE NOTES  General
   16




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Terms of
    the Notes
    Redemption
  Optional
    Redemption
  provided
       17




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Selection
  pro rata provided
    
    if the Notes to be redeemed are listed, in compliance with the
    requirements of the principal national securities exchange on
    which such Notes are listed; or
    if the Notes to be redeemed are not so listed, on a pro ratabasis, by lot or by such method as the Trustee shall deem
    fair and appropriate.  Offers to
    Purchase; Open Market Purchases
      Ranking
  pari passu
 18




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pari passu
  The
    Guarantees
  The
    Guarantors
      
    senior secured Obligations of the Guarantors; and
    equal in right of payment to all existing and future
    unsubordinated Indebtedness of the Guarantors.               19




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Withholding
    Taxes
  Payor Taxes Relevant Taxing Jurisdiction
  Security
  General
    Notes Collateral
  i.e.
 20




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Excluded
    Assets
  Rule 3-16 Regulation S-X 3-16
    Exemption provided Rule 3-16 Regulation S-X
  ABL Facility Collateral
  pro rata pro
    rata
   21




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After-Acquired
    Collateral
    Security
    Documents
  Security
    Agreement
    Junior
    Lien Intercreditor Agreement
  Applicable Collateral Agents Junior Lien Intercreditor
    Agreement Applicable Obligations and/or
 22




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
    Lien Priority.  Notwithstanding the time, order
    or method of grant, creation, attachment or perfection of any
    Liens securing any ABL Obligations (the ABL Facility
    Liens), the Liens securing any First Priority Lien
    Obligations (the First Priority Obligation
    Liens) or the Liens securing any Junior Lien
    Obligation (the Junior Priority Liens) or the
    enforceability of any such Liens or Obligations, (1) the
    ABL Facility Liens on the ABL Facility Collateral will rank
    senior to any First Priority Obligation Liens or Junior Priority
    Liens on the ABL Facility Collateral, (2) the First
    Priority Obligation Liens on the Notes Collateral will rank
    senior to any ABL Facility Liens or Junior Priority Liens on the
    Notes Collateral, (3) the ABL Facility Liens on the Notes
    Collateral will rank senior to any Junior Priority Liens on the
    Notes Collateral, (4) the First Priority Obligation Liens
    on the ABL Facility Collateral will rank senior to any Junior
    Priority Liens on the ABL Facility Collateral and (5) the
    Junior Priority Liens on all Collateral will rank junior to the
    ABL Facility Liens on all Collateral and the First Priority
    Obligation Liens on all Collateral.
    Prohibition on Contesting Liens and
    Obligations.  No Applicable Collateral Agent or
    holder of any Applicable Obligation may contest or support any
    other person in contesting the validity or enforceability of the
    Liens of any other Applicable Collateral Agent or holder of any
    other class of Applicable Obligations.
    Similar Liens.  So long as there are at least
    two classes of Applicable Obligations outstanding, neither the
    Company nor any Guarantor will grant any Lien to secure any
    class of Applicable Obligations unless the Company or such
    Guarantor has granted a Lien to secure each other class of then
    outstanding Applicable Obligations; providedthat
    (i) the Company may secure obligations under the Notes with
    Liens on certain European assets of the Company and its
    Restricted Subsidiaries to the extent permitted by the Senior
    Term Loan Facility, the ABL Facility and the Indenture, without
    granting a Lien on such European assets to secure the ABL
    Obligations or any First Priority Lien Obligations and
    (ii) the foregoing provisions shall not be deemed violated
    by virtue of the operation of the 3-16 Exemption with respect to
    the Notes or the First Lien Notes. Any proceeds from any Lien
    granted in contravention of the foregoing will be subject to
    distribution in accordance with  Application of
    Proceeds and Turn-Over Provisions below.
    Exercise of Remedies and Release of Liens with respect to ABL
    Facility Collateral.  Subject to the provisions
    described below under  Standstill Period,
    the ABL Collateral Agents will have the sole power to exercise
    remedies against the ABL Facility Collateral (subject to the
    right of any First Lien Notes Collateral Agent and the Trustee
    to take limited protective measures with respect to the First
    Priority Obligation Liens and the Junior Priority Liens,
    respectively, and to take certain actions that would be
    permitted to be taken by unsecured creditors) and to foreclose
    upon and dispose of the ABL Facility Collateral. Subject to the
    provisions described below under  Standstill
    Period, after the Discharge of ABL Obligations, if any
    First Priority Lien Obligations remain outstanding, the First
    Lien Notes Collateral Agents will have the sole power to
    exercise remedies against the ABL Facility Collateral (subject
    to the right of the Trustee to take limited protective measures
    with respect to the Junior Priority Liens and to take certain
    actions that would be permitted to be taken by unsecured
    creditors) and to foreclose upon and dispose of the ABL Facility
    Collateral. After the Discharge of First Priority Lien
    Obligations, the Trustee shall be permitted to exercise remedies
    against the ABL Collateral. The Applicable Collateral Agent that
    is then entitled to exercise remedies against the ABL Facility
    Collateral pursuant to the three prior sentences shall be
    referred to as the Authorized ABL Collateral
    Agent and each other Applicable Collateral Agent at
    such time shall be referred to as the Non-Authorized
    ABL Collateral Agent. Upon any sale of any ABL
    Facility Collateral in connection with any enforcement action
    consented to by the Authorized ABL Collateral Agent, which
    results in the release of the Liens of such Authorized ABL
    Collateral Agent on such item of ABL Facility 23




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Collateral, the Liens of each other class of Applicable
    Obligations on such item of ABL Facility Collateral will be
    automatically released.  
    Exercise of Remedies and Release of Liens with respect to
    Notes Collateral.  Subject to the provisions
    described below under  Standstill Period,
    the First Lien Notes Collateral Agents (subject to the terms of
    the First Lien Intercreditor Agreement) will have the sole power
    to exercise remedies against the Notes Collateral (subject to
    the right of the ABL Collateral Agent and the Trustee to take
    limited protective measures with respect to the ABL Facility
    Liens and the Junior Priority Liens, respectively, and to take
    certain actions that would be permitted to be taken by unsecured
    creditors) and to foreclose upon and dispose of the Notes
    Collateral. Subject to the provisions described below under
     Standstill Period, after the Discharge
    of First Priority Lien Obligations, if any ABL Obligations
    remain outstanding, the ABL Collateral Agent will have the sole
    power to exercise remedies against the Notes Collateral (subject
    to the right of the Trustee to take limited protective measures
    with respect to the Junior Priority Liens and to take certain
    actions that would be permitted to be taken by unsecured
    creditors) and to foreclose upon and dispose of the Notes
    Collateral. After the Discharge of ABL Obligations, the Trustee
    shall be permitted to exercise remedies against the Notes
    Collateral. The Applicable Collateral Agent that is then
    entitled to exercise remedies against the Notes Collateral
    pursuant to the three prior sentences shall be referred to as
    the Authorized Notes Collateral Agent and
    each other Applicable Collateral Agent at such time shall be
    referred to as the Non-Authorized Notes Collateral
    Agent. Upon any sale of any Notes Collateral in
    connection with any enforcement action consented to by the
    Authorized Notes Collateral Agent, which results in the release
    of the Liens of such Authorized Notes Collateral Agent on such
    item of Notes Collateral, the Liens of each other class of
    Applicable Obligations on such item of Notes Collateral will be
    automatically released.
    Application of Proceeds and Turn-Over
    Provisions.  In connection with any enforcement
    action with respect to the Collateral or including in respect of
    any Insolvency or Liquidation Proceeding, (x) (1) all
    proceeds of ABL Facility Collateral will first be applied to the
    repayment of all ABL Obligations, before being applied to any
    First Priority Lien Obligations or any Junior Lien Obligations;
    (2) after the Discharge of ABL Obligations, if any First
    Priority Lien Obligations remain outstanding, all proceeds of
    ABL Facility Collateral will first be applied to the repayment
    of any outstanding First Priority Lien Obligations in accordance
    with the First Lien Intercreditor Agreement, before being
    applied to any Junior Lien Obligations; and (3) after the
    Discharge of First Priority Lien Obligations, all proceeds of
    ABL Facility Collateral will be applied to the repayment of
    Junior Lien Obligations (the class of Applicable Obligations
    that is then entitled to receive the proceeds of ABL Facility
    Collateral pursuant to the foregoing shall be referred to as the
    Authorized ABL Class of Obligations and each
    class of Applicable Obligations that is then not entitled to
    receive proceeds of ABL Facility Collateral pursuant to the
    foregoing shall be referred to as a Non-Authorized ABL
    Class of Obligations); and (y)(1) all proceeds of
    Notes Collateral shall be applied to First Priority Lien
    Obligations in accordance with the First Lien Intercreditor
    Agreement, before being applied to ABL Obligations or any Junior
    Lien Obligations; (2) after the Discharge of First Priority
    Lien Obligations, if any ABL Obligations remain outstanding, all
    proceeds of Notes Collateral will first be applied to the
    repayment of any outstanding ABL Obligations, before being
    applied to any Junior Lien Obligations; and (3) after the
    Discharge of ABL Obligations, all proceeds of Notes Collateral
    will be applied to the repayment of Junior Lien Obligations (the
    class of Applicable Obligations that is then entitled to receive
    the proceeds of Notes Collateral pursuant to the foregoing shall
    be referred to as the Authorized Notes Class of
    Obligations and each class of Applicable Obligations
    that is not then entitled to receive proceeds of Notes
    Collateral pursuant to the foregoing shall be referred to as a
    Non-Authorized Notes Class of Obligations).
    If any holder of any Applicable Obligations or if any Applicable
    Collateral Agent receives any proceeds of Collateral in
    contravention of the foregoing, such proceeds will be turned
    over to the Applicable Collateral Agent entitled to receive such
    proceeds pursuant to the prior sentence, for application in
    accordance with the prior sentence. 24




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
    Amendment and Refinancings.  The ABL
    Obligations, the First Priority Lien Obligations and the Junior
    Lien Obligations may be amended or refinanced subject to
    continuing rights of the holders of such refinancing
    Indebtedness under the Junior Lien Intercreditor Agreement.
    Certain Matters in Connection with Liquidation and Insolvency
    Proceedings.  
    Debtor-in-Possession
    Financings with respect to ABL Facility
    Collateral.  In connection with any Insolvency or
    Liquidation Proceeding of the Company, the Issuer or any
    Pledgor, in the case of the ABL Facility Collateral,
    (x) the Authorized ABL Collateral Agents may consent to
    certain
    debtor-in-possession
    financings secured by a Lien on the ABL Facility Collateral
    ranking prior to the Liens of the Non-Authorized ABL Collateral
    Agents on the ABL Facility Collateral or to the use of cash
    collateral constituting proceeds of the ABL Facility Collateral
    without the consent of any holder of any Non-Authorized ABL
    Class of Obligations or any other Non-Authorized ABL Collateral
    Agent, and none of the holders of any Non-Authorized ABL Class
    of Obligations or any other Non-Authorized ABL Collateral Agent
    shall be entitled to object to such use of cash collateral or
    debtor-in-possession
    financing or to seek adequate protection in
    connection therewith (other than in the form of a junior lien in
    accordance with the terms of the Junior Lien Intercreditor
    Agreement on any additional items of collateral for the
    Authorized ABL Class of Obligations which are granted in
    connection with such
    debtor-in-possession
    financing or use of cash collateral).
    Debtor-in-Possession
    Financings with respect to Notes Collateral.  In
    connection with any Insolvency or Liquidation Proceeding of the
    Company, the Issuer or any Pledgor, in the case of the Notes
    Collateral, the Authorized Notes Collateral Agent may consent to
    certain
    debtor-in-possession
    financings secured by a Lien on the Notes Collateral ranking
    prior to the Liens of the Non-Authorized Notes Collateral Agents
    on the Notes Collateral or to the use of cash collateral
    constituting proceeds of the Notes Collateral without the
    consent of any holder of any Non-Authorized Notes Class of
    Obligations or any other Non-Authorized Notes Collateral Agent,
    and none of the holders of any Non-Authorized Notes Class of
    Obligations or any other Non-Authorized Notes Collateral Agent
    shall be entitled to object to such use of cash collateral or
    debtor-in-possession
    financing or to seek adequate protection in
    connection therewith (other than in the form of a junior lien in
    accordance with the terms of the Junior Lien Intercreditor
    Agreement on any additional items of collateral for the
    Authorized Notes Class of Obligations which are granted in
    connection with such
    debtor-in-possession
    financing or use of cash collateral).
    Relief from Automatic Stay; Bankruptcy Sales and
    Post-Petition Interest with respect to ABL Facility
    Collateral.  In the case of ABL Facility
    Collateral, none of the holders of any Non-Authorized ABL Class
    of Obligations nor any Non-Authorized ABL Collateral Agent may
    (A) seek relief from the automatic stay with respect to any
    ABL Facility Collateral, (B) object to any sale of any ABL
    Facility Collateral in any Insolvency or Liquidation Proceeding
    which has been consented to by the Authorized ABL Collateral
    Agent or (C) object to any claim of any holder of any
    Authorized Class of ABL Obligations or Authorized ABL Collateral
    Agent to post-petition interest, fees or expenses to the extent
    of the value of the ABL Facility Collateral, such value to be
    determined without regard to the existence of the ABL Liens
    securing any other Non-Authorized ABL Class of Obligations.
    Relief from Automatic Stay; Bankruptcy Sales and
    Post-Petition Interest with respect to Notes
    Collateral.  In the case of Notes Collateral, none
    of the holders of any Non-Authorized Notes Class of Obligations
    nor any Non-Authorized Notes Collateral Agent may (A) seek
    relief from the automatic stay with respect to any Notes
    Collateral, (B) object to any sale of any Notes Collateral
    in any Insolvency or Liquidation Proceeding which has been
    consented to by the Authorized Notes Collateral Agent or
    (C) object to any claim of any holder of any Authorized
    Class of Notes Obligations or Authorized Notes Collateral Agent
    to post-petition interest, fees or expenses to the extent of the
    value of the Notes Collateral, such value to be determined
    without regard to the existence of the First Priority Liens
    securing any other Non-Authorized Notes Class of Obligations.
    Adequate Protection.  None of any holder of
    Applicable Obligations nor any Applicable Collateral Agent may,
    except as expressly provided above, seek adequate protection on
    account of its Lien on 25




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ABL Facility Collateral other than in the form of junior
    priority liens; providedhowever that the holders of the
    Authorized ABL Class of Obligations and the Authorized ABL
    Collateral Agent may seek adequate protection with respect to
    the ABL Facility Collateral and the holders of the Authorized
    Notes Class of Obligations and the Authorized Notes Collateral
    Agent may seek adequate protection with respect to the Notes
    Collateral.  
    Plans of Reorganization.  No Applicable
    Collateral Agent or holder of Applicable Obligations may support
    any plan of reorganization or file any proof of claim in any
    Insolvency or Liquidation Proceeding which, in either case, is
    not in accordance with the intercreditor provisions described
    above.  
    Standstill Period.  The Junior Lien
    Intercreditor Agreement provides that, notwithstanding any of
    the provisions described above, if prior to the commencement of
    an Insolvency or Liquidation Proceeding, after a period (the
    ABL Collateral Standstill Period) of 180
    consecutive days has elapsed from the date of delivery of
    written notice to the Authorized ABL Collateral Agent stating
    that the existence of an Event of Default as defined under the
    debt documents of any Non-Authorized ABL Class of Obligations
    has occurred and is continuing thereunder, and as a result of
    such Event of Default the principal and interest under such
    other Non-Authorized ABL Class of Obligations has become due and
    payable, then, upon notice to the Authorized ABL Collateral
    Agent indicating that applicable Non-Authorized ABL Collateral
    Agent intends to exercise remedies and enforce against the ABL
    Facility Collateral, then such Non-Authorized ABL Collateral
    Agent may exercise any rights or remedies (including setoff)
    with respect to any ABL Facility Collateral (including, without
    limitation, the enforcement of or execution on any judgment
    Lien) or institute any action or proceeding with respect to such
    rights or remedies only so long as the Authorized ABL Collateral
    Agent or the holders of the Authorized ABL Class of Obligations
    shall not have commenced and be diligently pursuing (within such
    180 consecutive day period) the exercise of any of their rights
    or remedies with respect to the ABL Facility Collateral;
    providedthat if the Authorized Collateral Agent shall
    have provided notice as set forth above and shall have commenced
    and be diligently pursuing (within such 180 consecutive day
    period) the exercise of any of their rights or remedies with
    respect to the ABL Facility Collateral, then the Trustee shall
    be prohibited from exercising remedies against ABL Facility
    Collateral. In addition, the Junior Lien Intercreditor Agreement
    provides that, notwithstanding any of the provisions described
    above, if prior to the commencement of an Insolvency or
    Liquidation Proceeding, after a period (the Notes
    Collateral Standstill Period) of 180 consecutive days
    has elapsed from the date of delivery of written notice to the
    Authorized Notes Collateral Agent stating that the existence of
    an Event of Default as defined under the debt documents of any
    Non-Authorized Notes Class of Obligations has occurred and is
    continuing thereunder, and as a result of such Event of Default
    the principal and interest under such Non-Authorized Notes Class
    of Obligations has become due and payable, then, upon notice to
    the Authorized Notes Collateral Agent indicating that applicable
    Non-Authorized Notes Collateral Agent intends to exercise
    remedies and enforce against the Notes Collateral, then such
    Non-Authorized Notes Collateral Agent may exercise any rights or
    remedies (including setoff) with respect to any Notes Collateral
    (including, without limitation, the enforcement of or execution
    on any judgment Lien) or institute any action or proceeding with
    respect to such rights or remedies only so long as the
    Authorized Notes Collateral Agent or the holders of the
    Authorized Notes Class of Obligations shall not have commenced
    and be diligently pursuing (within such 180 consecutive day
    period) the exercise of any of their rights or remedies with
    respect to the Notes Collateral; providedthat if the ABL
    Collateral Agent shall have provided notice as set forth above
    and shall have commenced and be diligently pursuing (within such
    180 consecutive day period) the exercise of any of its rights or
    remedies with respect to the Notes Collateral, then the Trustee
    shall be prohibited from exercising remedies against Notes
    Collateral. 26




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Release
    of Collateral
      provided however
      provided provided further,
     27




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##### Table of Contents



and/or
    
    selling or otherwise disposing of, in any transaction or series
    of related transactions, any property subject to the Lien of the
    Security Documents that has become worn out, defective, obsolete
    or not used or useful in the business;
    abandoning, terminating, canceling, releasing or making
    alterations in or substitutions of any leases or contracts
    subject to the Lien of the Indenture or any of the Security
    Documents;
    surrendering or modifying any franchise, license or permit
    subject to the Lien of the Security Documents that it may own or
    under which it may be operating;
    altering, repairing, replacing, changing the location or
    position of and adding to its structures, machinery, systems,
    equipment, fixtures and appurtenances;
    granting a license of any intellectual property;
    selling, transferring or otherwise disposing of inventory or
    accounts receivable in the ordinary course of business;
    making cash payments (including for the repayment of
    Indebtedness or interest) from cash that is at any time part of
    the Collateral in the ordinary course of business that are not
    otherwise prohibited by the Indenture and the Security
    Documents; and 28




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
    abandoning any intellectual property that is no longer used or
    useful in the business of the Company or its Subsidiaries.  Change of
    Control
    and/or
    Change of Control Offer
             29




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Certain
    Covenants
  Covenant Suspension
    Event Suspended Covenants
         30




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##### Table of Contents



Reversion Date Suspension Period.
        Limitation
    on Incurrence of Indebtedness and Issuance of Disqualified Stock
    and Preferred Stock
        provided, however, pro forma pro forma
 31




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other first lien notes pro forma pro forma
      pro forma pro forma provided
  Borrowing Base provided provided further provided further
  provided
   32




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provided
      provided provided further
  provided
  provided provided further
 33




---



##### Table of Contents



provided
 34




---



##### Table of Contents



provided Refinancing Indebtedness provided, however
        provided further
  provided provided
        provided
 35




---



##### Table of Contents



provided,
    however
  (2) take-or-pay
      provided
  pro forma pro
    forma
    provided
   36




---



##### Table of Contents



pro forma
  provided
  provided
    Limitation
    on Restricted Payments
    pro rata
   37




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##### Table of Contents



Restricted Payments
    pro forma
    Reference Period plus
  plus
  plus
   38




---



##### Table of Contents



provided plus
      plus
        Retired
    Capital Stock Refunding Capital Stock
   39




---



##### Table of Contents



provided however provided further however
  provided
    provided provided further
 40




---



##### Table of Contents



provided, however pro forma
  plus
        and/or
     41




---



##### Table of Contents



and/or
          provided
  provided
       42




---



##### Table of Contents



provided, however
      Dividend
    and Other Payment Restrictions Affecting
    Subsidiaries
                   43




---



##### Table of Contents



provided
  provided
        provided
   44




---



##### Table of Contents



Asset
    Sales
  provided
          and/or provided Pari Passu provided
  provided provided however
  provided Second Commitment
 45




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##### Table of Contents



Collateral Excess Proceeds. Collateral Asset Sale Offer provided
  Excess Proceeds. Pari Passu Asset Sale Offer Pari
    Passu Pari Passu Pari Passu Pari Passu provided
 46




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Pari Passu Pari Passu
  Rule 14e-1
      Transactions
    with Affiliates
  Affiliate Transaction
     47




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and/or
            provided, however
           48




---



##### Table of Contents



Liens
    Initial Lien
  Reports
    and Other Information
   49




---



##### Table of Contents



Form 10-K
  Form 10-Q
  Form 8-K
    provided, however
  Regulation S-K
    Rule 12g3-2(b)
  and/or and/or and/or
  Future
    Subsidiary Guarantors
   50




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##### Table of Contents



Additional
    Guarantee
    After-Acquired
    Property
    Mergers
    or Transfers of Assets
    Successor Company provided
   51




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##### Table of Contents



pro forma
        Successor Issuer provided
      pro forma
 52




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##### Table of Contents



Successor
    Pledgor
      Transfer
 53




---



##### Table of Contents



Defaults
          cross-acceleration provision
  bankruptcy
    provisions
  judgment default provision
      security default
    provisions
       54




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##### Table of Contents



60-day
      Amendments
    and Waivers
   55




---



##### Table of Contents



provided
 56




---



##### Table of Contents



No
    Personal Liability of Directors, Officers, Employees, Managers
    and Stockholders
    Transfer
    and Exchange
    Satisfaction
    and Discharge
          Defeasance
  legal defeasance
 57




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##### Table of Contents



covenant defeasance
    defeasance
    trust
  Concerning
    the Trustee and Collateral Agent
    Governing
    Law
    Certain
    Definitions
  ABL Collateral Agent
  ABL Facility
  ABL Facility Collateral
  ABL Obligations
 58




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Acquired Indebtedness
      Additional First Lien Collateral Agent
  Additional First Lien Secured Party
  Additional First Priority Lien Obligations
  Additional Guarantee
  Additional Junior Lien Obligations
  Additional Second Lien Secured Party
  Additional Second Priority Lien Obligations
  Affiliate
  Affiliate Transaction
  Applicable Premium
      Asset Acquisition
   59




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Asset Backed Credit Facility provided provided further
  Asset Sale
  disposition
                 60




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##### Table of Contents



Asset Sale Offer
  Authorized Collateral Agent
  Authorized Representative
  Bankruptcy Code
  Bankruptcy Court
 61




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##### Table of Contents



Basell GmbH
  Berre Facility
  Board of Directors
  Business Acquisition
  Business Day
  Calculation Date
  Capital Stock
          Capitalized Lease Obligation
  Cases
  Cash Equivalents
       62




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A-2
  Rule 2a-7
      Catalyst Sale/Leaseback Transaction
  Change of Control
    13d-5(b)(1) Rule 13d-3
  Change of Control Offer
  Chapter 11
  Code
  Collateral
  Collateral Agent
 63




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##### Table of Contents



Collateral Asset Sale Offer
  Collateral Excess Proceeds
  Common Collateral
  Company naamloze vennootschap
  Consolidated EBITDA
                  provided
 64




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pro forma
  Consolidated Interest Expense
    and/or
            Consolidated Net Income
  plus
  Payor
  provided
   65




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##### Table of Contents



start-up
    provided, however,
                 66




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##### Table of Contents



Consolidated Net Tangible Assets provided pro forma
  Consolidated Non-cash Charges lower-of-cost-or-market provided
  Contingent Obligations primary obligations primary obligor
            Covenant Suspension Event
  Credit Facilities
     67




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provided
    Credit Facility Indebtedness
  Currency Agreement
  Default
  Designated Non-cash Consideration
  Designated Preferred Stock
  Discharge of ABL Obligations provided
 68




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Discharge of First and Second Priority Lien
    Obligations provided
  Disqualified Stock
        provided provided further provided further
  Domestic Subsidiary
  Emergence Transactions
  Equity Interests
 69




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##### Table of Contents



Equity Offering
  Form S-4 Form S-8;
      Euro Securitization
  Excess Proceeds
  Exchange Act
  Excluded Assets
  Excluded Contributions
      Excluded Subsidiary provided provided, further,
 70




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180-day
  Exit Financing
  Fair Market Value provided
  First and Second Priority Lien Obligations
  First Lien Collateral Agents
  First Lien Collateral Agreement
  First Lien Documents
  First Lien Indenture
  First Lien Intercreditor Agreement
  First Lien Notes
  First Lien Notes Collateral Agent
  First Lien Notes Obligations
  First Lien Secured Parties
 71




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##### Table of Contents



First Lien Security Documents
  First Lien Trustee
  First or Second Priority After-Acquired
    Property
  First Priority After-Acquired Property
  First Priority Lien Obligations
  Fixed Charge Coverage Ratio Calculation Date pro forma
  and/or pro forma
 72




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##### Table of Contents



pro forma
  pro forma pro forma pro
    forma
  pro forma pro forma
    Fixed Charges
      Foreign Subsidiary
  GAAP
 73




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##### Table of Contents



Government Obligations
    provided,
    however,
  Guarantee
  Guarantor
  Hedging Obligations
  holder noteholder
  Incur provided, however,
  Indebtedness
   74




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provided, however,
  provided, however,
    Indenture
  Independent Financial Advisor
  Insolvency or Liquidation Proceeding
  Investment Grade Rating
  Investment Grade Securities
      and/or
   75




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Investments
  Investments provided, however,
        Issue Date
  Issuer
  Joint Venture
  Junior Lien Intercreditor Agreement
  Junior Lien Obligations
  LCC Assumption
  Lien provided
  Limited Recourse Stock Pledge
 76




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Master Agreement
  Moodys
  Mortgaged Property
  Mortgages
  Negromex Receivables Dispositions
  Net Income
  Net Proceeds
  Notes Collateral
  Notes Obligations
  Obligations provided
  Offering Memorandum
 77




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##### Table of Contents



Officer
  Officers Certificate
  Oil Indexed Credit Facility provided pari passu
  Opinion of Counsel
  Other First-Lien Obligations
  Owned Real Property provided provided provided
  Pari Passu Indebtedness
  pari passu
  pari passu
  Paying Agent
  PBGC Settlement
  Permitted Holder Group
 78




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##### Table of Contents



Permitted Holders Permitted Holder Group
  Permitted Investments
                 79




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##### Table of Contents



80




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##### Table of Contents



Permitted Liens
          rights-of-way,
 81




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##### Table of Contents



provided and/or
    provided, however, provided, further,
  provided provided, further, however,
    provided
       82




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##### Table of Contents



provided however provided further however
    lis pendens
             83




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##### Table of Contents



Section 4-210
        provided
                  Person
  Pledgor provided
 84




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##### Table of Contents



Preferred Stock
  Primary Offering
  Project Financings provided
  Qualified Joint Venture Transaction
  Qualified Non-Recourse Debt
  Qualified Non-Recourse Subsidiary
  Qualified Receivables Financing
     85




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##### Table of Contents



Rating Agency
  Real Property
  Receivables Fees
  Receivables Financing
  Receivables Repurchase Obligation
  Receivables Subsidiary
   86




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##### Table of Contents



Refinancing Indebtedness
  Refunding Capital Stock
  Reorganization Plan
  Restricted Cash
  Restricted Investment
  Restricted Payment
  Restricted Subsidiary
  Retired Capital Stock
  Reversion Date
  S&P
  Sale/Leaseback Transaction
  SEC
  Second Commitment
  Second Lien Secured Parties
  Second Lien Security Documents
 87




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##### Table of Contents



Second Priority After-Acquired Property
  Second Priority Lien Obligations
  Secured Credit Facility Indebtedness
  Secured Indebtedness
  Secured Indebtedness Leverage Ratio Secured Leverage Calculation Date pro forma provided
  and/or pro forma pro forma
  pro forma pro forma pro
    forma
 88




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##### Table of Contents



Secured Leverage Calculation Date
  Securities Act
  Security Documents
  Senior Term Loan Collateral Agent
  Senior Term Loan Facility
  Security Agreement
  Series
  Significant Subsidiary Rule 1-02 Regulation S-X
  Similar Business
  Special Purpose Subsidiary
  Specified ABL Facility Assets
 89




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##### Table of Contents



Sponsor
  Standard Securitization Undertakings
  Stated Maturity
  Structured Financing Transaction
  Subordinated Indebtedness
  Subsidiary
  Successor Company
  Successor Issuer
  Successor Pledgor
  Suspended Covenants
  Suspension Period
  Third Priority Lien Obligations
  TIA Sections 77aaa-77bbbb)
  Total Assets
 90




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##### Table of Contents



Transfer
  Treasury Rate provided, however,
  Treasury Services Agreement
  Trustee
  Unrestricted Subsidiary
      provided,
    however, provided, further, however,
      provided, however,
  pro forma
     91




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##### Table of Contents



Voting Stock
  Weighted Average Life to Maturity
  Wholly Owned Domestic Subsidiar
  Wholly Owned Restricted Subsidiary
  Wholly Owned Subsidiary
 LEGAL
    MATTERS   INTERESTS
    OF NAMED EXPERTS AND COUNSEL   EXPERTS  Form 8-K
  Form S-4
  Form S-4
 92




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##### Table of Contents



PART II
    INFORMATION NOT REQUIRED IN PROSPECTUS
  ITEM 13.
    OTHER
    EXPENSES OF ISSUANCE AND DISTRIBUTION    Amount to be paidSEC Registration Fee

$
69,995Printing Fees and Expenses


(1
)Legal Fees and Expenses


(1
)Accounting Fees and Expenses


(1
)Blue Sky Fees and Expenses


(1
)Transfer Agent and Registrar Fees


(1
)Miscellaneous


(1
)Total

$
(1
)*Estimated amount


(1
)     (1)
    
    Estimated expenses are not presently known. The foregoing sets
    forth the general categories of expenses that we anticipate we
    will incur in connection with the offering of securities under
    this registration statement on
    Form S-1.
    An estimate of the aggregate expenses in connection with the
    securities being offered hereby will be included in the
    applicable prospectus supplement.  ITEM 14.
    INDEMNIFICATION
    OF DIRECTORS AND OFFICERS  Assumed
    Indemnification Obligations
    New
    Indemnification Arrangements
     II-1




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II-2




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##### Table of Contents



ITEM 15.
    RECENT
    SALES OF UNREGISTERED SECURITIES      ITEM 16.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements. Form 8-K
  Form S-4 No. 333-175077)
  Page

DescriptionF-1


Index to Financial Statements of Lyondell Chemical Company and
    LyondellBasell Subholdings B.V.   Exhibits.
  ExhibitNumber

Description2
.1

Third Amended and Restated Joint Chapter 11 Plan of
    Reorganization for the LyondellBasell Debtors, dated as of
    March 12, 2010. (Incorporated by reference to
    Exhibit 2.1 to Form 10 dated April 28, 2010)3
.1

Amended and Restated Articles of Association of LyondellBasell
    Industries N.V., dated as of April 29, 2010. (Incorporated
    by reference to Exhibit 3.1 to Amendment No. 2 to
    Form 10 dated July 26, 2010)3
.2

Rules for the Supervisory Board of LyondellBasell Industries
    N.V. (Incorporated by reference to Exhibit 3.2 to Amendment
    No. 2 to Form 10 dated July 26, 2010)3
.3

Rules for the Management Board of LyondellBasell Industries N.V.
    (Incorporated by reference to Exhibit 3.3 to Amendment
    No. 2 to Form 10 dated July 26, 2010)3
.4

Amended and Restated Certificate of Incorporation of Lyondell
    Chemical Company. (Incorporated by reference to Exhibit 3.4
    to the Registrants Registration Statement on
    Form S-4
    (File
    No. 333-175077)
    dated June 22, 2011)3
.5

Certificate of Amendment of Certificate of Incorporation of
    Lyondell Chemical Company. (Incorporated by reference to
    Exhibit 3.5 to the Registrants Registration Statement
    on
    Form S-4
    (File
    No. 333-175077)
    dated June 22, 2011) II-3




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##### Table of Contents



ExhibitNumber

Description3
.6

Amended and Restated By-Laws of Lyondell Chemical Company,
    adopted as of December 30, 2007. (Incorporated by reference
    to Exhibit 3.4 to the Registrants Registration
    Statement on
    Form S-4
    (File No. 333-175077) dated June 22, 2011)4
.1

Specimen certificate for Class A ordinary shares, par value
    0.04 per share, of LyondellBasell Industries N.V.
    (Incorporated by reference to Exhibit 4.1 to Amendment
    No. 2 to Form 10 dated July 26, 2010)4
.2

Nomination Agreement between Leveragesource (Delaware), LLC and
    LyondellBasell Industries N.V., dated as of April 30, 2010.
    (Incorporated by reference to Exhibit 4.3 to Amendment
    No. 2 to Form 10 dated July 26, 2010)4
.3*

Registration Rights Agreement by and among LyondellBasell
    Industries N.V and the Holders (as defined therein), dated as of
    April 30, 2010.4
.4

Nomination Agreement between AI International Chemicals
    S.à.r.l. and LyondellBasell Industries N.V., dated as of
    April 30, 2010. (Incorporated by reference to
    Exhibit 4.5 to Amendment No. 2 to Form 10 dated
    July 26, 2010)4
.5

Registration Rights Agreement by and among LyondellBasell
    Industries N.V., Banc of America Securities LLC and UBS
    Securities LLC, dated as of April 8, 2010. (Incorporated by
    reference to Exhibit 4.4 to Form 10 dated
    April 28, 2010)4
.6

Registration Rights Agreement by and among LyondellBasell
    Industries N.V. and the Holders (as defined therein), dated as
    of April 30, 2010. (Incorporated by reference to
    Exhibit 4.7 to Amendment No. 2 to Form 10 dated
    July 26, 2010)4
.7

Amended and Restated Indenture relating to 8% Senior
    Secured Notes due 2017 between Lyondell Chemical Company,
    certain of its subsidiaries, LyondellBasell Industries N.V. and
    Wilmington Trust FSB, dated as of April 30, 2010.
    (Incorporated by reference to Exhibit 4.8 to Amendment
    No. 2 to Form 10 dated July 26, 2010)4
.8

Security Agreement relating to 8% Senior Secured Noted due
    2017 dated as of April 30, 2010 among Lyondell Chemical
    Company, certain of its subsidiaries, LyondellBasell Industries
    N.V. and Deutsche Bank Trust Company Americas.
    (Incorporated by reference to Exhibit 4.9 to Amendment
    No. 2 to Form 10 dated July 26, 2010)4
.9

Indenture relating to 11% Senior Secured Notes due 2018 by
    and among LyondellBasell Industries N.V., Lyondell Chemical
    Company and Wells Fargo, N.A., dated as of April 30, 2010.
    (Incorporated by reference to Exhibit 4.10 to Amendment
    No. 2 to Form 10 dated July 26, 2010)4
.10

Security Agreement relating to 11% Senior Secured Notes due
    2018 by and among LyondellBasell Industries N.V., Lyondell
    Chemical Company and Wells Fargo, N.A., dated as of
    April 30, 2010. (Incorporated by reference to
    Exhibit 4.11 to Amendment No. 2 to Form 10 dated
    July 26, 2010)4
.11

Warrant Agreement by and among LyondellBasell Industries N.V.
    and Computershare Inc. and Computershare Trust Company,
    N.A., dated as of April 30, 2010. (Incorporated by
    reference to Exhibit 4.12 to Amendment No. 2 to
    Form 10 dated July 26, 2010)5
.1*

Legal opinion of Gerald A. OBrien, Deputy General Counsel
    of the Company, regarding the legality of the securities being
    registered under this registration statement.5
.2*

Legal opinion of Clifford Chance LLP.10
.1

Employment agreement by and among James L. Gallogly, Lyondell
    Chemical Company and LyondellBasell AFGP, dated as of
    May 14, 2009. (Incorporated by reference to
    Exhibit 10.1 to Form 10 dated April 28, 2010)10
.2

Compensation terms of C. Kent Potter. (Incorporated by reference
    to Exhibit 10.2 to Form 10 dated April 28, 2010)10
.3

Employment agreement by and among Craig B. Glidden, Lyondell
    Chemical Company and LyondellBasell AFGP, dated as of
    August 5, 2009. (Incorporated by reference to
    Exhibit 10.3 to Form 10 dated April 28, 2010)10
.4

Employment agreement by and among Kevin Brown, Lyondell Chemical
    Company and LyondellBasell AFGP, dated as of March 19,
    2010. (Incorporated by reference to Exhibit 10.4 to
    Form 10 dated April 28, 2010) II-4




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##### Table of Contents



ExhibitNumber

Description10
.5

Employment agreement by and among Bhavesh V. Patel, Lyondell
    Chemical Company and LyondellBasell AFGP, dated as of
    March 19, 2010. (Incorporated by reference to
    Exhibit 10.5 to Form 10 dated April 28, 2010)10
.11

LyondellBasell Industries N.V. Short-Term Incentive Plan.
    (Incorporated by reference to Exhibit 10.11 to Amendment
    No. 2 to Form 10 dated July 26, 2010)10
.12

LyondellBasell Industries N.V. Medium Term Incentive Plan.
    (Incorporated by reference to Exhibit 10.12 to Form 10
    dated April 28, 2010)10
.13

LyondellBasell Industries N.V. 2010 Long-Term Incentive Plan.
    (Incorporated by reference to Exhibit 10.13 to Form 10
    dated April 28, 2010)10
.14

Form of Officer and Director Indemnification Agreement.
    (Incorporated by reference to Exhibit 10.14 to Amendment
    No. 2 to Form 10 dated July 26, 2010)10
.15

Form of Non-Qualified Stock Option Award Agreement.
    (Incorporated by reference to Exhibit 10.16 to Amendment
    No. 2 to Form 10 dated July 26, 2010)10
.16

Form of Restricted Stock Unit Award Agreement. (Incorporated by
    reference to Exhibit 10.17 to Amendment No. 2 to
    Form 10 dated July 26, 2010)10
.17

Form of Stock Appreciation Right Award Agreement. (Incorporated
    by reference to Exhibit 10.18 to Amendment No. 2 to
    Form 10 dated July 26, 2010)10
.18

Senior Secured Term Loan Credit Agreement by and between
    Lyondell Chemical Company, LBI Escrow Corporation,
    LyondellBasell Industries, N.V. and UBS AG, Stamford Branch,
    dated as of April 8, 2010. (Incorporated by reference to
    Exhibit 10.19 to Amendment No. 2 to Form 10 dated
    July 26, 2010)10
.20

U.S. Security Agreement among Lyondell Chemical Company, certain
    of its subsidiaries, LyondellBasell Industries N.V. and USB AG
    Stamford Branch, dated as of April 30, 2010. (Incorporated
    by reference to Exhibit 10.20 to Amendment No. 2 to
    Form 10 dated July 26, 2010)10
.21

Senior Secured Asset-Based Credit Agreement by and between
    Lyondell Chemical Company, certain of its subsidiaries,
    LyondellBasell Industries N.V. and Citibank, N.A., dated as of
    April 8, 2010. (Incorporated by reference to
    Exhibit 10.21 to Amendment No. 2 to Form 10 dated
    July 26, 2010)10
.22

First Amendment, dated June 2, 2011, to Senior Secured
    Asset-Based Credit Agreement by and between Lyondell Chemical
    Company, certain of its subsidiaries, LyondellBasell Industries
    N.V. and Citibank, N.A., dated as of April 8, 2010.
    (Incorporated by reference to Exhibit 10. 1 to
    Form 8-K
    dated June 8, 2011)10
.23

Security Agreement dated as of April 30, 2010 between
    Lyondell Chemical Company, certain of its subsidiaries,
    LyondellBasell Industries N.V. and Citibank N.A. (Incorporated
    by reference to Exhibit 10.22 to Amendment No. 2 to
    Form 10 dated July 26, 2010)10
.24

Master Receivables Purchase Agreement dated May 4, 2010
    among Basell Sales and Marketing Company B.V., Lyondell Chemie
    Nederland B.V., Basell Polyolefins Collections Limited, Citicorp
    Trustee Company Limited and Citibank, N.A., London Branch
    (Incorporated by reference to Exhibit 10.23 to Amendment
    No. 2 to Form 10 dated July 26, 2010)12
.1*

Computation of Ratio of Earnings to Fixed Charges.21
.1

List of subsidiaries of the registrant. (Incorporated by
    reference to Exhibit 21.1 to the Annual Report on
    Form 10-K
    dated December 31, 2010)23
.1*

Consent of Gerald A. OBrien, Deputy General Counsel of the
    Company (Included in Exhibit 5.1)23
.2*

Consent of Clifford Chance LLP (Included in Exhibit 5.2)23
.3*

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm23
.4*

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm23
.5*

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm24
.1*

Powers of Attorney. (Included on
    Page II-7
    as part of the signature page hereto)25
.1*

Statement of Eligibility on
    Form T-1
    of Wells Fargo Bank, National Association.     *
    
    Filed herewith. II-5




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##### Table of Contents



ITEM 17.
    UNDERTAKINGS            bona fide
       II-6




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##### Table of Contents



SIGNATURES
      
   Title:
    Sole Member of the Management Board  KNOW ALL MEN BY THESE PRESENTS
    Signature

Title/s/  James
    L. GalloglyJames
    L. Gallogly

Chief Executive Officer and Sole Member of the Management Board
    (Principal Executive Officer)/s/  C.
    Kent PotterC.
    Kent Potter

Senior Vice President and Chief Financial Officer 
    (Principal Financial Officer)/s/  Wendy
    JohnsonWendy
    Johnson

Vice President and Chief Accounting Officer 
    (Principal Accounting Officer)/s/  Jacques
    AigrainJacques
    Aigrain

Director/s/  Jagjeet
    S. BindraJagjeet
    S. Bindra

Director/s/  Robin
    BuchananRobin
    Buchanan

Director II-7




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##### Table of Contents



Signature

Title/s/  Milton
    CarrollMilton
    Carroll

Director/s/  Stephen
    F. CooperStephen
    F. Cooper

Director/s/  Robert
    G. GwinRobert
    G. Gwin

DirectorJoshua
    J. Harris

Director/s/  Scott
    M. KleinmanScott
    M. Kleinman

Director/s/  Marvin
    O. SchlangerMarvin
    O. Schlanger

Chairman of the Supervisory Board and Director/s/  Bruce
    A. SmithBruce
    A. Smith

Director/s/  Rudy
    M.J. van der MeerRudy
    M.J. van der Meer

Director  II-8




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##### Table of Contents



SIGNATURES
    LYONDELLBASELL ACETYLS, LLC
  By:
    LyondellBasell Acetyls Holdco, LLC, its Sole MemberBy:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-9




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##### Table of Contents



SIGNATURES
    HOUSTON REFINING LP
  By:
    Lyondell Refining Company LLC, its General PartnerBy:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-10




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##### Table of Contents



SIGNATURES
    LYONDELLBASELL F&F HOLDCO, LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-11




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##### Table of Contents



SIGNATURES
    LYONDELLBASELL ACETYLS HOLDCO, LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-12




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##### Table of Contents



SIGNATURES
    LYONDELL REFINING I LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-13




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##### Table of Contents



SIGNATURES
    LYONDELL REFINING COMPANY, LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-14




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##### Table of Contents



SIGNATURES
    LYONDELL EUROPE HOLDINGS INC.
  By:
    /s/  C.
    Kent Potter   President
    Signature

Title/s/  C.
    Kent PotterC.
    Kent Potter

Director, President
    (Principal Executive and
    Financial Officer)/s/  Wendy
    JohnsonWendy
    Johnson

Director, Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)  II-15




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##### Table of Contents



SIGNATURES
    LYONDELL CHIMIE FRANCE LLC
  By:
    Lyondell Europe Holdings Inc., its Sole Member  By:
    /s/  C.
    Kent Potter   President
 II-16




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL TECHNOLOGY, L.P.
  By:
    Lyondell Chemical Technology Management, Inc., its General
    Partner  By:
    /s/  C.
    Kent Potter   President
 II-17




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL TECHNOLOGY MANAGEMENT, INC.
  By:
    /s/  C.
    Kent Potter   President
    Signature

Title/s/  C.
    Kent PotterC.
    Kent Potter

Director, President
    (Principal Executive and
    Financial Officer)/s/  Wendy
    JohnsonWendy
    Johnson

Director, Vice President, Controller
    and Chief Accounting Officer
    (Principal Accounting Officer)/s/  Debra
    BeranDebra
    Beran

Director  II-18




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL TECHNOLOGY 1 INC.
  By:
    /s/  C.
    Kent Potter   President
    Signature

Title/s/  C.
    Kent PotterC.
    Kent Potter

Director, President
    (Principal Executive and
    Financial Officer)/s/  Wendy
    JohnsonWendy
    Johnson

Director, Vice President, Controller
    and Chief Accounting Officer
    (Principal Accounting Officer)/s/  Debra
    BeranDebra
    Beran

Director  II-19




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL PROPERTIES, L.P.
  By:
    Lyondell Chemical Technology Management, Inc., its General
    Partner  By:
    /s/  C.
    Kent Potter   President
 II-20




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL OVERSEAS SERVICES, INC.
  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
    Signature

Title/s/  James
    L. GalloglyJames
    L. Gallogly

Director, President and Chief Executive Officer
    (Principal Executive Officer)/s/  C.
    Kent PotterC.
    Kent Potter

Director, Executive Vice President
    and Chief Financial Officer
    (Principal Financial and Accounting Officer)  II-21




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL INTERNATIONAL COMPANY
  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
    Signature

Title/s/  James
    L. GalloglyJames
    L. Gallogly

Director, President and Chief Executive Officer
    (Principal Executive Officer)/s/  C.
    Kent PotterC.
    Kent Potter

Director, Executive Vice President
    and Chief Financial Officer
    (Principal Financial and Accounting Officer)  II-22




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##### Table of Contents



SIGNATURES
    LYONDELL CHEMICAL DELAWARE COMPANY
  By:
    /s/  C.
    Kent Potter   President
    Signature

Title/s/  C.
    Kent PotterC.
    Kent Potter

Director, President
    (Principal Executive and
    Financial Officer)/s/  Wendy
    JohnsonWendy
    Johnson

Director, Vice President, Controller
    and Chief Accounting Officer
    (Principal Accounting Officer)  II-23




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##### Table of Contents



SIGNATURES
    EQUISTAR CHEMICALS, LP
  By:
    Equistar GP, LLC, its General PartnerBy:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-24




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##### Table of Contents



SIGNATURES
    BASELL NORTH AMERICA INC.
  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
    Signature

Title/s/  James
    L. GalloglyJames
    L. Gallogly

Director, President and Chief Executive Officer
    (Principal Executive Officer)/s/  C.
    Kent PotterC.
    Kent Potter

Director, Executive Vice President
    and Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  Samuel
    L. SmolikSamuel
    L. Smolik

Director  II-25




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##### Table of Contents



SIGNATURES
    EQUISTAR GP, LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   President and Chief Executive Officer
 II-26




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##### Table of Contents



SIGNATURES
    EQUISTAR LP, LLC
  By:
    Lyondell Chemical Company, its Sole Member  By:
    /s/  James
    L. Gallogly   II-27