lyoexhibit412a.htm


    Exhibit
4.12(a)

    AMENDMENT NO. 1
TO

    LONG TERM INTERCOMPANY LOAN
AGREEMENT

    (Loan
No. L42)

    


    THIS AMENDMENT NO. 1 is dated as of
March 20, 2008 (this “Amendment”)
to Loan Agreement (as defined below) by and between LyondellBasell Finance
Company, a Delaware corporation (“Lender”)
and Lyondell Chemical Company, a Delaware corporation (“Borrower”).  Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings given to them in the Loan Agreement.

    


    RECITALS

    


    WHEREAS, Borrower and Lender
have entered into that certain Long Term Intercompany Loan Agreement dated as of
February 22, 2008 (the “Loan
Agreement”); and

    


    WHEREAS, Borrower and Lender
desire to modify repayment terms provided in the Loan Agreement.

    


    NOW THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

    


    1.           Section
4(a) of the Loan Agreement shall be deleted in its entirety and the following
substituted therefor:

     

    
      	
              (a)  

            	
              in
      the event that, at any time commencing on January 31, 2010 and before the
      Repayment Date, for any reason or circumstance whatsoever, the Lender is
      required to repay any amount under any corporate financing of the
      LyondellBasell Group, the Lender shall be entitled to require the Borrower
      to make a mandatory prepayment of the Loan or  any portion
      thereof, and the Borrower shall immediately, upon written notice by the
      Lender, make such mandatory prepayment to the Lender, and any interest
      accrued thereon until the day of the pre-payment, without any cost,
      penalty or liability of any type for the Lender, and any and all rights of
      the Borrower in such respect, if any, are waived insofar as permissible
      under applicable law;

            


    

     

    2.           This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Delaware, United States of America, without giving effect to the
principles of conflict of laws thereof.

     

    3.           This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one
and the same instrument.

     

    *
* *


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Amendment, effective as of the date first above
written.

    


     

    Lender:

    


    LYONDELLBASELL
FINANCE COMPANY

    


    


    By:           /s/ Alan
Bigman                                                                

          Alan
Bigman, President

          

    Borrower:

    


    LYONDELL
CHEMICAL COMPANY

    


    


    By:           /s/ Eberhard
Faller                                                                

          Eberhard
Faller, Vice President, Controller

          and
Chief Accounting Officer