mch8k-121907exhibit41.htm


     

    Exhibit
      4.1


     

    AMENDED
      AND RESTATED

     

    LIMITED
      PARTNERSHIP

     

    AGREEMENT

     

    OF

     

    EQUISTAR
      CHEMICALS, LP

     

    as
      amended through December 19, 2007

     

    
      ORGANIZED
        UNDER THE DELAWARE

       

      


    

    REVISED
      UNIFORM LIMITED

     

    
      PARTNERSHIP
        ACT

       

      


    

    



    
      
              

                         
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	SECTION
              1    ORGANIZATION
              MATTERS 	
              
                3

              

            
	
                  1.1

            	
                  Formation
                of
                Partnership; Amended and Restated Agreement

            	
              3

            
	
                  1.2

            	
                  Name

            	
              4

            
	
                  1.3

            	
                  Business
                Offices

            	
              4

            
	
                  1.4

            	
                  Purpose
                and Business

            	
              4

            
	
                  1.5

            	
                  Filings

            	
              4

            
	
                  1.6

            	
                  Power
                of Attorney

            	
              4

            
	    1.7	    Term	
              5

            
	SECTION
              2    CAPITAL
              CONTRIBUTIONS	
              5

            
	    2.1	    Acquisition
              of
              Units; Holdings of Initial Partners	
              5

            
	
                  2.2

            	
                  Transaction
                Costs

            	
              6

            
	
                  2.3

            	
                  Property
                Contributions

            	
              6

            
	
                  2.4

            	
                  Other
                Contributions

            	
              7

            
	
                  2.5

            	
                  Capital
                Accounts

            	
              8

            
	
                  2.6

            	
                  No
                Return of or on Capital

            	
              8

            
	
                  2.7

            	
                  Partner
                Loans

            	
              8

            
	    2.8	    Administration
              and Investment of Funds 	
              8

            
	
              SECTION
                3    DISTRIBUTIONS

            	
              8

            
	
                  3.1

            	
                  Operating
                Distributions

            	
              8

            
	    3.2	    Liquidating
              Distributions	
               9

            
	
                  3.3

            	
                  Withholding

            	
              9

            
	
                  3.4

            	
                  Offset

            	
              9

            
	SECTION
              4    BOOK AND
              TAX ALLOCATIONS 	
               9

            
	
                  4.1

            	
                  General
                Book Allocations

            	
              9

            
	
                  4.2

            	
                  Change
                in Partner's Units

            	
              11

            
	
                  4.3

            	
                  Deficit
                Capital Account and Nonrecourse Debt Rules

            	
              11

            
	    4.4	    Federal
              Tax Allocations	
               12

            
	    4.5	    Other
              Tax Allocations	
               13

            
	SECTION
              5    ACCOUNTING,
              FINANCIAL REPORTING AND TAX MATTERS	
              13

            
	    5.1	    Fiscal
              Year	
              13

            
	    5.2 	    Method
              of Accounting for Financial Reporting Purposes	
              13

            
	    5.3 	    Books
              and Records; Right of Partners to Audit	
               13

            
	    5.4 	    Reports
              and Financial Statements	
               14

            
	    5.5	    Method
              of Accounting for Book and Tax Purposes	
              14

            
	    5.6	    Taxation	
              14

            
	    5.7	    Delegation	
              16

            
	SECTION
              6    MANAGEMENT  	
              16

            
	    6.1	    Managing
              General Partner and Partnership Governance Committee	
              16

            


    

    


    
      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    
      
        	
                    6.2

              	
                    Limitations
                  on
                  Authority of General Partners

              	
                17

              
	
                    6.3

              	
                    Lack
                  of
                  Authority of Persons Other Than Managing General Partner and
                  Officers

              	
                17

              
	
                    6.4

              	
                    Composition
                  of
                  Partnership Governance Committee

              	
                18

              
	
                    6.5

              	
                    Partnershp
                  Governance Committee Meetings

              	
                19

              
	
                    6.6

              	
                    Partnership
                  Governance Committee Quorum and General Voting Requirement

              	
                20

              
	
                    6.7

              	
                    Matters
                  Required To Be Approved by Partnership Governance
                  Committee

              	
                20

              
	    6.8	    Control
                of Interested Partner Issues	
                22

              
	    6.9	    Auxiliary
                Committees	
                23

              
	    6.10	    Certain
                Limitations on Partner Representatives	
                24

              
	SECTION
                7    OFFICERS AND
                EMPLOYEES 	
                24

              
	    7.1	    Partnership
                Officers	
                24

              
	
                    7.2

              	
                    Selection
                  and
                  Term of Executive Officers

              	
                25

              
	
                    7.3

              	
                    Removal
                  of Executive Officers

              	
                25

              
	
                    7.4

              	
                    Duties

              	
                25

              
	
                    7.5

              	
                    CEO

              	
                26

              
	
                    7.6

              	
                    Other
                  Officers

              	
                26

              
	
                    7.7

              	
                    Secretary

              	
                26

              
	    7.8	    Salaries	
                 27

              
	    7.9	    Delegation	
                 27

              
	    7.10 	    [Intentionally
                Deleted.]	
                 27

              
	    7.11	    General
                Authority	
                 27

              
	
                SECTION 8    STRATEGIC
                  PLANS, ANNUAL BUDGETS AND LOANS

              	
                27

              
	
                    8.1

              	
                    Strategic
                  Plan

              	
                27

              
	    8.2	    Annual
                Budget	
                28

              
	
                    8.3

              	
                    Funding
                  of Partnership Expenses

              	
                29

              
	
                    8.4

              	
                    Implementation
                  of Budgets and Discretionary Expenditures by CEO

              	
                29

              
	    8.5	    Strategic
                Plan
                Deadlock	
                 29

              
	    8.6	    Loans	
                 30

              
	SECTION 9    RIGHTS
                OF PARTNERS	
                31

              
	
                    9.1

              	
                    Delegation
                  and
                  Contracts with Related Parties

              	
                31

              
	
                    9.2

              	
                    General
                  Authority

              	
                31

              
	
                    9.3

              	
                    Limitation
                  on
                  Fiduciary Duty; Non-Competition; Right of First
                  Opportunity

              	
                31

              
	    9.4	    Limited
                Partners	
                 33

              
	    9.5	    Partner
                Covenants	
                 34

              
	    9.6	    Special
                Purpose Entities	
                 34

              
	SECTION 10   TRANSFERS
                AND
                PLEDGES	
                34

              
	    10.1	    Restrictions
                on
                Transfer and Prohibition on Pledge	
                 34

              
	    10.2 	    Right
                of First Option	
                 35

              
	    10.3 	    Inclusion
                of
                General or Limited Partner Units	
                 36

              
	    10.4 	    Rights
                of Transferee	
                 37

              
	    10.5	    Effective
                Date
                of Transfer	
                 37

              


      

    

    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                    10.6

              	
                    Transfer
                  to
                  Wholly Owned Affiliate

              	
                37

              
	
                    10.7

              	
                    Invalid
                  Transfer

              	
                38

              
	
                SECTION
                  11   DEFAULT

              	
                38

              
	
                    11.1

              	
                    Default

              	
                38

              
	
                    11.2

              	
                    Remedies
                  for
                  Default

              	
                38

              
	
                    11.3

              	
                    Purchase
                  of
                  Defaulting Partners' Units

              	
                39

              
	    11.4	    Liquidation	
                39

              
	    11.5	    Certain
                Consequences of Default	
                40

              
	SECTION 12    DISSOLUTION,
                LIQUIDATION AND TERMINATION	
                40

              
	    12.1	    Dissolution
                and
                Termination	
                40

              
	
                    12.2

              	
                    Procedures
                  Upon
                  Dissolution

              	
                41

              
	
                    12.3

              	
                    Termination
                  of
                  the Partnership

              	
                42

              
	
                    12.4

              	
                    Asset
                  and Liability Statement

              	
                42

              
	
                SECTION
                  13   MISCELLANEOUS

              	
                42

              
	
                    13.1

              	
                    Confidentiality
                  and Use of Information

              	
                42

              
	
                    13.2

              	
                    Indemnification

              	
                44

              
	    13.3	    Third
                Party Claim Reimbursement	
                 46

              
	    13.4	    Dispute
                Resolution	
                 47

              
	    13.5 	    EXTENT
                OF LIMITATION OF LIABILITY, INDEMNIFICATION, ETC	
                 47

              
	    13.6	    Further
                Assurances	
                 47

              
	
                    13.7

              	
                    Successors
                  and
                  Assigns

              	
                47

              
	    13.8	    Benefits
                of
                Agreement Restricted to the Parties	
                47

              
	
                    13.9

              	
                    Notices

              	
                47

              
	
                    13.10

              	
                    [Reserved]

              	
                48

              
	    13.11	    Severability	
                 48

              
	    13.12	    Construction	
                 48

              
	    13.13	    Counterparts	
                 49

              
	    13.14	    Waiver
                of Right to Partition	
                49

              
	
                    13.15

              	
                    Governing
                  Law

              	
                49

              
	
                    13.16

              	
                    Jurisdiction;
                  Consent to Service of Process; Waiver

              	
                49

              
	
                    13.17

              	
                    Expenses

              	
                49

              
	    13.18	    Waiver
                of Jury Trial	
                 49

              
	    13.19	    Payment
                Terms and Interest Calculations	
                 50

              
	    13.20	    Usury
                Savings Clause	
                 50

              
	    13.21	    Other
                Waivers	
                 50

              
	    13.22	    Special
                Joinder by OCC	
                 50

              
	    13.23	    Amendments	
                 51

              
	    13.24	    Certain
                Provisions of Prior Agreement Unaffected	
                51

              
	SECTION
                14   LAKE
                CHARLES FACILITY	
                 51

              
	    14.1	    Lease
                Not in Force and Effect	
                 51

              
	    14.2	    LC
                Partnership Provisions	
                 52

              
	    14.3	    No
                Rebuilding Termination	
                 52

              
	    14.4	    Other
                Redemption	
                 53

              


      

    

    
 

    


    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

     

    
      	SECTION
              15   ADDITIONAL AGREEMENTS
              REGARDING THE LAKE CHARLES FACILITY	
              53

            
	    15.1	    Receipt
              of Fee Title	
               53

            
	    15.2	    Authority
              to
              Act	
              53

            




     

    APPENDICES

     

    APPENDIX
      A - Defined Terms

    APPENDIX
      B - Partnership Financial Statements and Reports

    APPENDIX
      C - Executive Officers

    APPENDIX
      D - Dispute Resolution Procedures

    APPENDIX
      E  - Division of Partnership Business

     

    SCHEDULES

     

    Schedule
      2.3(e)  – Capital Accounts

    Schedule
      2.4 – Per Unit Value for Capital Contributions Between Effective Time and
      January 31, 2008

    Schedule
      8.6(A) – Form of Millennium Indemnity

    Schedule
      8.6(B) – Form of Indemnity Among Partners

     


    
      
        
          iv    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    OF

     

    EQUISTAR
      CHEMICALS, LP

     

    This
      Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP
      dated December __, 2007 is entered into by and among Lyondell LP4 Inc., a
      Delaware corporation (“Lyondell LP4”) (formerly named Lyondell GP, as
      defined below), Lyondell Petrochemical L.P. Inc., a Delaware
      corporation  (“Lyondell LP”), Millennium Petrochemicals GP LLC,
      a Delaware limited liability company (“Millennium GP”), Millennium
      Petrochemicals Partners, LP, a Delaware limited partnership (“Millennium
      LP1”), Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation
      (“Lyondell (Pelican) LP1”) (formerly named Occidental LP1, as defined
      below) and Lyondell LP3 Partners, LP, a Delaware limited partnership (“Lyondell
      LP3”).

     

    The
      definitions of capitalized terms used in this Agreement, including the
      appendices hereto, are set forth in Appendix A hereto.

     

    WHEREAS,
      Lyondell GP, Lyondell LP, Millennium GP and Millennium Petrochemicals LP LLC,
      a
      Delaware limited liability company (“Millennium LP” and together, the
“Initial Partners”) entered into the Limited Partnership Agreement of
      Equistar Chemicals, LP dated October 10, 1997 (the “Initial Agreement”),
      pursuant to the Initial Master Transaction Agreement between Lyondell Chemical
      Company, a Delaware corporation (“Lyondell”), the ultimate parent entity
      of each of Lyondell GP and Lyondell LP, and Millennium Chemicals Inc., a
      Delaware corporation (“Millennium”), the ultimate parent entity of each
      of Millennium GP and Millennium LP;

     

    WHEREAS,
      the Initial Partners contributed to the Partnership their Initial Assets on
      the
      Initial Closing Date and the Initial Related Agreements relating to the
      Partnership and their Contributed Businesses were entered into, all as provided
      in the Initial Master Transaction Agreement;

     

    WHEREAS,
      the Partnership, Occidental Petroleum Corporation, a Delaware corporation
      (“Occidental”), at that time the ultimate parent entity of each of
      Occidental Petrochem Partner GP, Inc., a Delaware corporation (“Occidental
      GP”), PDG Chemical Inc., a Delaware corporation (“PDG GP”),
      Occidental Petrochem Partner 1, Inc., a Delaware corporation (“Occidental
      LP1”), and Occidental Petrochem Partner 2, Inc., a Delaware corporation
      (“Occidental LP2” and together with Occidental GP, PDG GP and Occidental
      LP1, the “Occidental Partners”), Lyondell and Millennium entered into the
      Master Transaction Agreement dated May 15, 1998 (the “Second Master
      Transaction Agreement”), which provides, among other things, for the
      admission of PDG GP as a general partner of the Partnership and of each of
      Occidental LP1 and Occidental LP2 as a limited partner of the Partnership,
      subject to and upon the terms and conditions set forth therein;

     

    WHEREAS,
      PDG GP, Occidental LP1 and Occidental LP2 contributed to the Partnership their
      Initial Assets and Contributed Business and the Additional Related Agreements
      were entered into, all as provided in the Occidental Contribution
      Agreement;

     

    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      PDG GP originally received 295 Units in the Partnership, and pursuant to an
      amendment to the partnership agreement dated June 30, 1998, PDG GP converted
      294
      of its Units to limited partner Units and transferred those units to Occidental
      LP2, and PDG GP transferred its one remaining GP Unit to Occidental GP,
      whereupon Occidental GP was admitted as a General Partner and PDG GP withdrew
      as
      a General Partner;

     

    WHEREAS,
      Lyondell and Occidental Chemical Holding Corporation, a California corporation,
      Oxy CH Corporation, a California corporation, and Occidental Chemical
      Corporation, a New York corporation (“OCC”), entered into the Occidental
      Partner Sub Purchase Agreement dated July 8, 2002 (the “Oxy Partner Sub
      Purchase Agreement”), which provides, among other things, for the sale of
      the stock of each of Occidental GP, Occidental LP1 and Occidental LP2 to
      Lyondell;

     

    WHEREAS,
      in connection with the closing of the transactions contemplated by the Oxy
      Partner Sub Purchase Agreement, Lyondell, Millennium, Occidental, certain of
      their affiliates, and the Partnership entered into a Letter Agreement dated
      May
      31, 2002 (the “Letter Agreement”), which provides, among other things,
      for certain amendments to the Amended and Restated Limited Partnership Agreement
      of Equistar Chemicals, LP dated August 24, 2002 and the execution and delivery
      of an amended and restated limited partnership agreement of the
      Partnership;

     

    WHEREAS,
      effective as of August 22, 2002, ownership of Occidental GP, Occidental LP1
      and
      Occidental LP2 was sold, assigned and delivered to Lyondell and as of that
      date
      Occidental and its Affiliates are no longer the owners of any interest in the
      Partnership;

     

    WHEREAS,
      on September 6, 2002 Occidental GP was merged with and into Lyondell GP with
      Lyondell GP the surviving entity;

     

    WHEREAS,
      on November 6, 2002, a Certificate of Amendment to the Certificate of
      Incorporation of each of Occidental LP1 and Occidental LP2 was filed with the
      Secretary of State of the State of Delaware whereby the name of Occidental
      Petrochem Partner 1, Inc. was changed to “Lyondell (Pelican) Petrochemical
      L.P.1, Inc.” and the name of Occidental Petrochem Partner 2, Inc. was changed to
“Lyondell (Pelican) Petrochemical L.P.2, Inc.”;

     

    WHEREAS,
      at the close of business on December 31, 2002, Lyondell LP3 was admitted to
      the
      Partnership as a limited partner and both Lyondell LP and Occidental LP2
      transferred portions of their partnership interests to Lyondell
      LP3;

     

    WHEREAS,
      on November 29, 2004, a Certificate of Amendment to the Certificate of
      Incorporation of Lyondell GP was filed with the Secretary of State of the State
      of Delaware whereby the name of Lyondell Petrochemical G.P. Inc. was changed
      to
“Lyondell LP4 Inc.” and Lyondell GP converted its Units to limited partner
      Units;

     

    WHEREAS,
      on March 28, 2004, Lyondell and Millennium entered into an Agreement
      and Plan of Merger, providing for a merger transaction pursuant to which
      Millennium became a wholly owned subsidiary of Lyondell on November 30, 2004
      (the “Millennium Merger”);

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      effective immediately prior to the Millennium Merger, an amended and restated
      partnership agreement of the Partnership was entered into;

     

    WHEREAS,
      pursuant to a series of transactions effected on December 30, 2005 and December
      31, 2005, Millennium LP’s Units were transferred to Millennium LP1;

     

    WHEREAS,
      on December 31, 2005, Occidental LP2 was merged with and into Lyondell LP,
      with
      Lyondell LP the surviving entity;

     

    WHEREAS,
      on December 18, 2007, LP4 exercised its right under Section 6.11 of the amended
      and restated limited partnership agreement of the Partnership as amended through
      November 29, 2004, to convert from a limited partner to a general partner of
      the
      Partnership and to become Managing General Partner (as herein
      defined);

     

    WHEREAS,
      on July 16, 2007, Lyondell entered into an Agreement and Plan of Merger with
      Basell AF (“Basell”) and BIL Acquisition Holdings Limited, a wholly owned
      subsidiary of Basell (“Merger Sub”), pursuant to which it is contemplated
      that Merger Sub will merge with and into Lyondell, with Lyondell surviving
      as a
      wholly owned subsidiary of Basell (the “Merger”), and in connection with
      the Merger it is contemplated that numerous financing transactions will occur,
      including involving the repayment of certain indebtedness by the Partnership;
      and

     

    WHEREAS,
      from time to time the Partnership is expected to need capital contributions
      when
      some of its Partners are not able or willing to fund pro rata capital
      contributions, while other Partners are able and willing to fund the capital
      contributions in full;

     

    WHEREAS,
      the Partners have agreed to amend the partnership agreement of the Partnership
      as heretofore amended and restated in order to, among other things,
      (i) permit capital contributions to the Partnership on a basis other than
      pro rata in order to facilitate contributions of capital to the Partnership
      which may be needed by the Partnership in connection with the Merger financing
      transactions or for other purposes from time to time, and (ii) provide for
      more flexibility in the composition of the Partnership Governance Committee
      (as
      herein defined);

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants of
      the parties hereto, it is hereby agreed as follows, effective on
      December 19, 2007 (the “Effective Time”):

     

    SECTION
      1

    ORGANIZATION
      MATTERS

     

    1.1  Formation
      of Partnership; Amended and Restated Agreement.  The
      Certificate of Limited Partnership was filed with the Secretary of State of
      the
      State of Delaware on October 17, 1997.  The Initial
      Agreement was entered into October 10, 1997.  The Partners
      desire to enter into this Agreement which amends and restates the Initial
      Agreement and all amendments prior to the date hereof and constitutes the
      limited partnership agreement of the Partnership as of the Effective
      Time.  Except as expressly provided herein to the contrary, the rights
      and obligations of the Partners and the administration and termination of the
      Partnership shall be governed by the Act.  Subject to the restrictions
      set forth in this Agreement, the Partnership shall have the power to exercise
      all the powers and privileges granted by this Agreement and by the Act, together
      with any powers incidental thereto, so far as such powers and privileges are
      necessary, appropriate, convenient or incidental for the conduct, promotion
      or
      attainment of the purposes of the Partnership.

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2  Name.  The
      name of the Partnership is “Equistar Chemicals, LP”  The Partnership’s
      business may be conducted under such name or any other name or names deemed
      advisable by the Partnership Governance Committee.  The General
      Partners will comply or cause the Partnership to comply with all applicable
      laws
      and other requirements relating to fictitious or assumed names.

     

    1.3  Business
      Offices.  The
      principal place of business of the Partnership shall be 1221 McKinney
      Street, Houston, Texas  77010, or such other place as the General
      Partners may from time to time determine.  The registered agent of the
      Partnership in the State of Delaware is The Corporation Trust Company, 1209
      Orange Street, Wilmington, Delaware 19801.

     

    1.4  Purpose
      and Business.  The
      business of the Partnership shall be to, directly or indirectly, (i) engage
      in the Specified Petrochemicals Businesses, in the United States and
      internationally, including research and development, purchasing, processing
      and
      disposing of  feedstocks, and manufacturing,  marketing and
      distributing products, (ii) acquire and dispose of properties and assets used
      or
      useful in connection with the foregoing and (iii) do all things necessary,
      appropriate, convenient or incidental in connection with the ownership,
      operation or financing of such business and activities, or otherwise in
      connection with the foregoing, as are permitted under the Act, including the
      acquisition and operation of the Contributed Businesses.

     

    1.5  Filings.  The
      Managing General Partner shall, or shall cause the Partnership to, execute,
      swear to, acknowledge, deliver, file or record in public offices and publish
      all
      such certificates, notices, statements or other instruments, and take all such
      other actions, as may be required by law for the formation, reformation,
      qualification, registration, operation or continuation of the Partnership in
      any
      jurisdiction, to maintain the limited liability of the Limited Partners, to
      preserve the Partnership’s status as a partnership for tax purposes or otherwise
      to comply with applicable law.  Upon request of the Managing General
      Partner, the other Partners shall execute all such certificates and other
      documents as may be necessary, in the sole judgment of the Managing General
      Partner, in order for the Managing General Partner to accomplish all such
      executions, swearings, acknowledgments, deliveries, filings, recordings in
      public offices, publishings and other acts.  Each General Partner
      hereby agrees and covenants that it will execute any appropriate amendment
      to
      the Certificate of Limited Partnership of the Partnership pursuant to
      Section 17-204 of the Act to reflect any admission of a Substitute General
      Partner in accordance with this Agreement.

     

    1.6  Power
      of Attorney.  Each
      Partner other than the Managing General Partner hereby irrevocably makes,
      constitutes and appoints the Managing General Partner and any successor thereto
      permitted as provided herein, with full power of substitution and
      resubstitution, as the true and lawful agent and attorney-in-fact of such
      Partner, with full power and authority in the name, place and stead of such
      Partner to execute, swear, acknowledge, deliver, file or record in public
      offices and publish:  (i) all certificates and other instruments
      (including counterparts thereof) which the Managing General Partner deems
      appropriate to reflect any amendment, change or modification of or supplement
      to
      this Agreement in accordance with the terms of this Agreement; (ii) all
      certificates and other instruments and all amendments thereto which the Managing
      General Partner deems appropriate or necessary to form, qualify or continue
      the
      Partnership in any jurisdiction, to maintain the limited liability of the
      Limited Partners, to preserve the Partnership’s status as a partnership for tax
      purposes or otherwise to comply with applicable law; and (iii) all conveyances
      and other instruments or documents which the Managing General Partner deems
      appropriate or necessary to reflect the transfers or assignments of interests
      in, to or under, this Agreement, including the Units, the dissolution,
      liquidation and termination of the Partnership, and the distribution of assets
      of the Partnership in connection therewith, pursuant to the terms of this
      Agreement.

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

    Each
      Partner other than the Managing General Partner hereby agrees to execute and
      deliver to the Managing General Partner within five Business Days after receipt
      of a written request therefor such other further statements of interest and
      holdings, designations, powers of attorney and other instruments as the Managing
      General Partner deems necessary.  The power of attorney granted herein
      is hereby declared irrevocable and a power coupled with an interest, shall
      survive the bankruptcy, dissolution or termination of such Partner and shall
      extend to and be binding upon such Partner’s successors and permitted
      assigns.  Each such Partner hereby (i) agrees to be bound by any
      representations made by the agent and attorney-in-fact acting in good faith
      pursuant to such power of attorney; and (ii) waives any and all defenses
      which may be available to contest, negate, or disaffirm any action of the agent
      and attorney-in-fact taken in accordance with such power of
      attorney.

     

    1.7  Term.  The
      term for which the Partnership is to exist as a limited partnership is from
      the
      date the Partnership’s Certificate of Limited Partnership was filed with the
      office of the Secretary of State of the State of Delaware through the
      dissolution of the Partnership in accordance with the provisions of
Section 12.

     

    SECTION
      2

    CAPITAL
      CONTRIBUTIONS

     

    2.1  Acquisition
      of Units; Holdings of Initial Partners.  In
      exchange for the contributions described in Section 2.3, each Partner has
      received the number of Units set forth by their names below, and effective
      on
      the date hereof, the Units are owned as follows:

     

    


    
      	
               

              Partner

            	
               

              Units

            	 
	
              Lyondell LP4

            	
              821(1)

            	 
	
              Millennium
                GP

            	
                  
                590

            	 
	
              Lyondell
                LP

            	
              33,056(2)

            	 
	
              Millennium
                LP1

            	
              28,910(3)

            	 
	
              Lyondell
                (Pelican) LP1

            	
               
                6,623

            	 
	
              Lyondell
                LP3

            	
               30,000(4)

            	 
	
              TOTAL

            	
               
                100,000

            	 


    

    


     

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (1)

            	
              This
                number includes the Unit previously held by Occidental GP and originally
                held by PDG GP.

            


    

    


    
      	
               

            	
              (2)

            	
              This
                number includes 11,439 Units (294 of which were originally held by
                PDG GP)
                held by Occidental LP2 (acquired pursuant to the merger of Occidental
                LP2
                with and into Lyondell LP).

            


    

    


    
      	
               

            	
              (3)

            	
              This
                number consists of the Units originally held by Millennium
                LP.

            


    

    


    
      	
               

            	
              (4)

            	
              This
                number includes 11,437 Units transferred from Occidental LP2 and
                18,563
                Units transferred from Lyondell LP on December 31,
                2002.

            


    

    


    The
      Units
      shall entitle the holder to the distributions set forth in Section 3
      and to the allocation of Profits, Losses and other items as set forth in
Section 4.  Units shall not be represented by
      certificates.

     

    2.2  Transaction
      Costs.  If
      the Partnership is entitled to deductions with respect to costs described in
      either Section 6.10 of the Initial Master Transaction Agreement or
Section 6.10 of the Second Master Transaction Agreement to which a
      Partner is not entitled to reimbursement, the incurrence of such costs shall
      not
      increase the Capital Account of such a Partner, and such Partner shall be
      entitled to any deductions attributable to such costs.

     

    2.3  Property
      Contributions.

     

    (a)  Pursuant
      to its Contribution Agreement, on October 10, 1997, Lyondell LP contributed
      or
      caused to be contributed to the Partnership, the Initial Assets contemplated
      thereby subject to the Assumed Liabilities contemplated thereby.

     

    (b)  Pursuant
      to its Contribution Agreement, on October 10, 1997, Millennium LP contributed
      or
      caused to be contributed to the Partnership, the Initial Assets contemplated
      thereby subject to the Assumed Liabilities contemplated thereby.

     

    (c)  Pursuant
      to their Contribution Agreement, on May 15, 1998, Occidental LP1, Occidental
      LP2
      and PDG GP contributed or caused to be contributed to the Partnership, the
      Initial Assets contemplated thereby subject to the Assumed Liabilities
      contemplated thereby (which involved, in the case of Occidental LP2, the merger
      of Oxy Petrochemicals and the Partnership, with the Partnership as the surviving
      entity).

     

    (d)  The
      Partners intend that the contribution of assets subject to liabilities
      heretofore made by the Partners to the Partnership pursuant to Sections
      2.3(a) through (c) has qualified as a tax-free contribution under
      Section 721 of the Code in which no Partner has recognized or will
      recognize gain or loss.  The Partners agree that the Partnership has
      so filed its tax return, and each Partner agrees to file its tax return on
      the
      same basis and to maintain such position consistently at all times
      thereafter.

     

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  Immediately
      after the contributions by PDG GP, Occidental LP1, and Occidental LP2, the
      Capital Accounts of the Initial Partners were adjusted so that each Partner’s
      Capital Account would be the same per Unit as that of every other Partner on
      May
      15, 1998 if on such date the special capital distributions provided in
Sections 3.1(e), (f), and (g) of the Amended and Restated Limited
      Partnership Agreement of Equistar Chemicals, LP dated May 15, 1998 had been
      made.  Schedule 2.3(e) sets forth the Capital Accounts of the Partners
      as if the contributions and distributions were made, as has since
      occurred.

     

    2.4  Other
      Contributions

     

    (a)  Any
      Partner that reasonably believes in good faith that the Partnership is, or
      in
      the foreseeable future will be, in need of funds may elect in its discretion
      to
      make a capital contribution consisting of immediately available funds to the
      Partnership, even in the absence of Pro Rata capital contributions by other
      Partners (such partner being referred to herein as the “Contributing
      Partner”, and such a contribution being referred to herein as a
“Unilateral Contribution”); provided however that the other Partners be
      given reasonably opportunity by the Contributing Partner to make Pro Rata (or
      lesser) capital contributions, in which event the Contributing Partner’s capital
      contribution shall only be a Unilateral Contribution to the extent, if any,
      it
      is in excess of what would be the Contributing Partner’s Pro Rata share of all
      amounts contributed.  In the event that a Unilateral Contribution is
      made between the Effective Time and January 31, 2008 (inclusive), the
      Contributing Partner shall automatically receive an additional number of Units
      equal to the total amount of the Unilateral Contribution divided by the per
      Unit
      value set forth on Schedule 2.4 hereto (which value was determined by
      independent third party appraisal), which number of Units may be subject to
      adjustment as provided in Schedule 2.4.  In addition, any Partner
      that made or makes a loan to the Partnership in accordance with Section 2.7
      between December 13, 2007 and January 31, 2008, may, in its sole discretion
      elect to convert all or a portion of such loan into a Unilateral Contribution,
      which shall be treated as a Unilateral Contribution between the Effective Time
      and January 31, 2008 for purposes of determining the number of additional Units
      such Partner shall receive.  In the event that a Unilateral
      Contribution is made after January 31, 2008, the Contributing Partner shall
      receive an additional number of Units based on a valuation mutually agreeable
      to
      all of the Partners.  If the Partners are not able to reach such an
      agreement, the Dispute Resolution Procedures set forth in Appendix D to this
      Agreement shall apply to determine the number of additional Units the
      Contributing Partner should receive.

     

    (b)  From
      time
      to time and subject to the limitations of Section 6.7, if
      applicable, the Partnership Governance Committee (or the CEO acting pursuant
      to
Section 8.3), on behalf of the Partnership, may issue a written notice
      (“Funding Notice”) to the Partners calling for an additional capital
      contribution to the Partnership.  Any Funding Notice will set
      forth:

     

    (i)  the
      use
      of funds therefor;

     

    (ii)  the
      aggregate amount of the capital contribution required, which amount shall be
      apportioned among the Partners Pro Rata; and

     

    
      
        7

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  the
      date
      by which the capital contribution must be received by the Partnership, which
      date will not be earlier than seven Business Days from the date the Funding
      Notice is issued.

     

    Each
      Partner shall timely wire transfer its Pro Rata share of the amount set forth
      in
      the Funding Notice to the Partnership’s bank account.

     

    (c)  Except
      as
      expressly set forth in this Agreement,  no Partner shall be permitted
      or required to make any additional capital contribution to the
      Partnership.

     

    2.5  Capital
      Accounts.  Each
      Partner’s Capital Account shall be determined and maintained in accordance with
      Regulation §1.704-1(b)(2)(iv) as reasonably interpreted by the Tax Matters
      Partner.  The Tax Matters Partner shall have the discretion, after
      consultation with the Managing General Partner, to make those determinations,
      valuations, adjustments and allocations with respect to each Partner’s Capital
      Account as it deems appropriate so that the allocations made pursuant to this
      Agreement will have substantial economic effect as such term is used in
      Regulation §1.704-1(b).  If any Partner transfers all or a portion of
      its Units in accordance with the terms of this Agreement, the transferee shall
      succeed to the Capital Account of the transferor to the extent such Capital
      Account relates to the transferred Units.

     

    2.6  No
      Return of or on Capital.  Except
      as provided in Section 3 and Section 4, no Partner shall
      receive any interest or other return on its capital contributions or on the
      balance in its Capital Account and no return of its capital
      contributions.

     

    2.7  Partner
      Loans.  A
      Partner or its Affiliates may loan funds to the Partnership on such terms and
      conditions as may be approved by the Partnership Governance Committee, and,
      subject to other applicable law, have the same rights and obligations with
      respect thereto as a Person who is neither a Partner nor an Affiliate of a
      Partner.  The existence of such a relationship and acting in such a
      capacity will not result in a Limited Partner being deemed to be participating
      in the control of the business of the Partnership or otherwise affect the
      limited liability of a Partner.  If a Partner or any Affiliate thereof
      is a lender, in exercising its rights as a lender, including making its decision
      whether to foreclose on property of the Partnership, such lender will have
      no
      duty to consider (i) its status as a Partner or an Affiliate of a Partner,
      (ii) the interests of the Partnership, or (iii) any duty it may have
      to any other Partner or the Partnership.

     

    2.8  Administration
      and Investment of Funds.  The
      administration and investment of  Partnership funds shall be in
      accordance with the procedures and guidelines as shall be adopted by the
      Partnership Governance Committee.  The Partnership may delegate to a
      third party (which may be an Affiliate of one of the Partners) the
      responsibility for administering and investing Partnership funds pursuant to
      such guidelines.

     

    SECTION
      3

    DISTRIBUTIONS

     

    3.1  Operating
      Distributions.  Subject
      to Section 17-607 of the Act and other applicable law, Available Net
      Operating Cash shall be distributed as soon as practicable following the end
      of
      each month to the Partners Pro Rata.

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.2  Liquidating
      Distributions.  Distributions
      to the Partners of cash or property arising from a liquidation of the
      Partnership shall be made in accordance with the Capital Account balances of
      the
      Partners as provided in Section 12.2(d).

     

    3.3  Withholding.  The
      Partnership is authorized to withhold from distributions to a Partner and to
      pay
      over to a foreign, federal, state or local government, any amounts required
      to
      be withheld pursuant to the Code or any provisions of any other foreign,
      federal, state or local law.  Any amounts so withheld shall be treated
      as distributed to such Partner pursuant to this Section 3 for all
      purposes of this Agreement, and shall be offset against any amounts otherwise
      distributable to such Partner.

     

    3.4  Offset.  Any
      amount otherwise distributable to a Partner pursuant to this
Section 3 shall, unless otherwise agreed by two Representatives of
      the Nonconflicted Designating Partner pursuant to Section 6.8, be
      applied by the Partnership to satisfy any of the following obligations that
      are
      owed by such Partner or its Affiliate to the Partnership and that are not paid
      when due:

     

    (a)  Other
      Notes.  In the case of any Partner, the failure to pay any
      interest or principal when due on any indebtedness for borrowed money of such
      Partner or any Affiliate of such Partner to the Partnership.

     

    (b)  Contribution
      Agreement. In the case of any Partner, the failure of such Partner or any
      Affiliate of such Partner to make any payment pursuant to Section 6 of its
      Contribution Agreement that has been Finally Determined to be due.

     

    (c)  Contribution.  In
      the case of any Partner, the failure to make any capital contribution required
      pursuant to this Agreement (other than pursuant to its Contribution
      Agreement).

     

    SECTION
      4

    BOOK
      AND TAX ALLOCATIONS

     

    4.1  General
      Book Allocations.  This
      section controls partnership allocations for book purposes.  As used
      herein, “book” means the allocations used to determine debits and credits to the
      Capital Accounts of the Partners and to determine the amounts distributable
      to
      the Partners pursuant to Section 3 and Section
      12.2(d).  It does not refer to the method in which books are
      maintained for financial reporting purposes pursuant to Section
      5.2.  Except as otherwise provided in Section 4.2 and
Section 4.3, Profits or Losses for book purposes shall be allocated
      each
      year among the Partners Pro Rata, subject to the following:

     

    (a)  If
      the
      tax basis in Partnership assets is increased as a result of the distribution
      of
      $75 million to Millennium LP in May 1998, book deductions equal to the tax
      deductions resulting from such increase shall be allocated to Millennium LP
      until such time as gain or income is allocable under (c) below.

     

    (b)  If
      the
      tax basis in Partnership assets is increased as a result of the distribution
      of
      43% of the proceeds of the Lyondell Note to Millennium LP, book deductions
      equal
      to the tax deductions resulting from such increase shall be allocated among
      the
      Initial Partners in the ratio of the Units owned by each prior to May 15, 1998
      until gain or income is allocable under (c) below.

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  If
      during
      any 12 month period the Partnership sells, distributes to Partners, or otherwise
      disposes of more than 50% in value of the assets it owned at the beginning
      of
      such period, gain or income recognized in the taxable period of such sale,
      distribution or other disposition or thereafter recognized from the sale,
      distribution, or other disposition of property or from the operation of other
      property shall be allocated to the Partners in the ratio in which the aggregate
      amount of deductions described in (a) and (b) above were allocated to the
      Partners until the aggregate amount of such gain and income so allocated equals
      the aggregate amount of such deductions.

     

    (d)  [Intentionally
      Deleted.]

     

    (e)  The
      initial agreed value of the Lease will be amortized ratably over the term of
      the
      Lease, and the resulting deductions shall be allocated to Lyondell (Pelican)
      LP1.  Any gain recognized on the disposition of the Lease shall be
      allocated to Lyondell (Pelican) LP1.   If, prior to such
      disposition, the Partnership has made capital improvements to such assets that
      have been borne by the Partners Pro Rata, then upon the disposition of the
      Lease
      with such improvements, gain shall be deemed to be attributable to such
      improvements to the extent of the excess of its depreciated value for GAAP
      purposes at the time of the disposition over its Book Value at such time, and
      such gain shall be allocated to the Partners Pro Rata.

     

    (f)  Deductions
      attributable to the Book Value of the assets of the Partnership as they exist
      immediately after the contributions described in Section 2.3(a) other
      than the Lease will be allocated among the Partners other than Lyondell
      (Pelican) LP1 in the ratio of the Units owned by each, and any gain recognized
      on the disposition of such contributed assets will be allocated to the Partners
      other than Lyondell (Pelican) LP1 in the ratio of the Units owned by
      each.  If, prior to disposition of such asset sale, the Partnership
      has made capital improvements to such assets that have been borne by the
      Partners Pro Rata, then upon the disposition of a contributed asset with such
      improvements, gain shall be deemed to be attributable to such improvements
      to
      the extent of the excess of its depreciated value for GAAP purposes at the
      time
      of disposition over its Book Value at such time, and such gain shall be
      allocated to the Partners Pro Rata.

     

    (g)  To
      the
      extent any contribution is made to the Partnership on behalf of a Partner (the
      “Beneficiary Partner”) pursuant to an indemnity provided under Section
      8.6(b), an amount of Book items of loss, expense or deduction (other than
      Book loss, depreciation or amortization with respect to any property contributed
      by a Partner to the Partnership) shall be allocated to the Beneficiary
      Partner.

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.2  Change
      in Partner’s Units.  If
      during a year Units are transferred or new Units issued, allocations among
      the
      Partners shall be made in accordance with their interests in the Partnership
      from time to time during such year in accordance with Section 706 of the
      Code, using the closing-of-the-books method, except that depreciation and other
      amortization with respect to each Partnership asset shall be deemed to accrue
      ratably on a daily basis over the entire period during such year that the asset
      is owned and in service by the Partnership.  Notwithstanding the
      foregoing, Units issued during December 2007 and January 2008 shall be treated
      on a pro rata basis and no closing-of-the-books method shall be
      applied.

     

    4.3  Deficit
      Capital Account and Nonrecourse Debt Rules.  The
      special rules in this Section 4.3 apply in the following order to take
      into account the possibility of the Partners’ having deficit Capital Account
      balances for which they are not economically responsible and the effect of
      the
      Partnership’s incurring nonrecourse debt, directly or indirectly.

     

    (a)  Partnership
      Minimum Gain Chargeback.  If there is a net decrease in
“partnership minimum gain” during any year, determined in accordance with the
      tiered partnership rules of Regulation §1.704-2(k), each Partner shall be
      allocated items of income and gain for such year equal to such Partner’s share
      of the net decrease in partnership minimum gain within the meaning of Regulation
      §1.704-2(g)(2), except to the extent not required by Regulation
§1.704-2(f).  To the extent that this subsection (a) is
      inconsistent with Regulation §1.704-2(f) or §1.704-2(k) or incomplete with
      respect to such regulations, the minimum gain chargeback provided for herein
      shall be applied and interpreted in accordance with such
      regulations.

     

    (b)  Partner
      Minimum Gain Chargeback.  If there is a net decrease in “partner
      nonrecourse debt minimum gain” during any year, within the meaning of
      Regulation § 1.704-2(i)(2), each Partner who has a share of such gain,
      determined in accordance with Regulation § 1.704-2(i)(5), shall be
      allocated items of income and gain for such year (and, if necessary, subsequent
      years) equal to such Partner’s share of the net decrease in partner nonrecourse
      debt minimum gain.  To the extent that this subsection (b)
      is inconsistent with Regulation § 1.704-2(i) or 1.704-2(k) or
      incomplete with respect to such regulations, the partner nonrecourse debt
      minimum gain chargeback provided for herein shall be applied and interpreted
      in
      accordance with such regulations.

     

    (c)  Deficit
      Account Chargeback and Qualified Income.  If any Partner has an
      Adjusted Capital Account Deficit at the end of any year, including an Adjusted
      Capital Account Deficit for such Partner caused or increased by an adjustment,
      allocation or distribution described in Regulation §1.704-1(b)(2)(ii)(d)(4), (5)
      or (6), such Partner shall be allocated items of income and gain (consisting
      of
      a pro rata portion of each item of Partnership income, including gross income
      and gain) in an amount and manner sufficient to eliminate such Adjusted Capital
      Account Deficit as quickly as possible.  This subsection (c) is
      intended to constitute a “qualified income offset” pursuant to Regulation
§1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
      therewith.

     

    (d)  Partner
      Nonrecourse Deductions.  Any partner nonrecourse deductions for
      any year or other period shall be allocated to the Partner who bears the
      economic risk of loss with respect to the partner nonrecourse debt to which
      such
      partner nonrecourse deductions are attributable in accordance with Regulation
      §1.704-2(i) or §1.704-2(k).

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  Curative
      Allocations.  The Allocations provided by this Section 4.3
      may not be consistent with the manner in which the Partners intend to divide
      Profits, Losses and similar items.  Accordingly, Profits, Losses and
      other items will be reallocated among the Partners (in the same year and to
      the
      extent necessary, in subsequent years) in a manner consistent with Regulation
      §1.704-1(b) and 1.704-2 so as to prevent such allocations from distorting the
      manner in which Profits, Losses and other items are intended to be allocated
      among the Partners pursuant to Sections 4.1 and 4.2.

     

    (f)  Nonrecourse
      Debt Sharing.  For purposes of this Agreement, nonrecourse
      deductions, within the meaning of Regulation §1.704-2(b), shall be deemed to be
      allocated among the Partners Pro Rata.  Solely for purposes of
      determining a Partner’s proportionate share of the “excess nonrecourse
      liabilities” of the Partnership within the meaning of Regulation §1.752-3(a)(3),
      Partnership Profits are allocated to the Partners Pro Rata.

     

    4.4  Federal
      Tax Allocations.

     

    (a)  General
      Rule.  Except as otherwise provided in the following paragraphs of
      this Section 4.4, allocations for federal income tax purposes of
      items of income, gain, loss and deduction, and credits and basis therefor,
      shall
      be made in the same manner as book allocations are made.

     

    (b)  Elimination
      of Book/Tax Disparities.  Taxable income and tax deductions shall
      be shared among the Partners so as to take into account the variation between
      the Book Value and the adjusted tax basis of each property at the time it is
      contributed to the Partnership and at each time it is revalued.

     

    (i)  To
      account for such variation, effective as of the formation of the
      Partnership:

     

    (A)  the
      depreciation and other deductions attributable to the basis that the
      contributing Partner had in each property at the time of contribution shall
      be
      allocated to such Partner, and

     

    (B)  upon
      disposition of a contributed property, the excess of its Book Value at such
      time
      over its tax basis at such time shall be allocated to the Partner who
      contributed the property.

     

    (ii)  If
      the
      Book Value of a Partnership property is revalued as of a date subsequent to
      the
      date of its acquisition by the Partnership, the portion of its Book Value at
      the
      time of its disposition that is attributable to the increase resulting from
      such
      revaluation:

     

    (A)  shall
      be
      disregarded in applying Section 4.4(b)(i)(B) to the partner who
      contributed such property, and

     

    (B)  shall
      be
      treated for purposes of this Section 4.4(b) as a separate property that
      was contributed on the revaluation date by the persons who were partners
      immediately prior to the revaluation date.

     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  The
      Partners agree that the foregoing allocations constitute a reasonable method
      for
      purposes of Reg. 1.704-3(a)(1) and will be so reported and defended by the
      Partnership and all Partners unless and until the Partners otherwise agree
      or a
      court otherwise requires; provided, however, upon a significant contribution
      of
      cash that is not Pro Rata amongst the Partners, the Tax Matters Partner may
      choose further permissible methods under Reg. 1.704-3 to the
      extent  such cash is not applied to acquire depreciable
      assets.

     

    (c)  Allocation
      of Items Among Partners.  Each item of income, gain, loss,
      deduction and credit and all other items governed by Section 702(a) of the
      Code
      shall be allocated among the Partners in proportion to the allocation of
      Profits, Losses and other items to such Partners hereunder, provided that
      any gain treated as ordinary income because it is attributable to the recapture
      of any depreciation or amortization shall be allocated among the Partners in
      accordance with Prop. Treas. Reg. §§ 1.1245-1(e)(2) and 1.1250-1(f), or, upon
      promulgation of final regulations with respect to the matters covered therein,
      such final regulations.

     

    (d)  Section
      754 Election Allocations.  Income and deductions of the
      Partnership that are attributable to the Section 754 election shall be allocated
      to the Partners entitled thereto.

     

    4.5  Other
      Tax Allocations.  Items
      of income, gain, loss, deduction, credit and tax preference for state, local
      and
      foreign income tax purposes shall be allocated among the Partners in a manner
      consistent with the allocation of such items for federal income tax purposes
      in
      accordance with the foregoing provisions of this Section.

     

    SECTION
      5

    ACCOUNTING,
      FINANCIAL REPORTING AND TAX MATTERS

     

    5.1  Fiscal
      Year.  The
      fiscal year of the Partnership shall be the calendar year.

     

    5.2  Method
      of Accounting for Financial Reporting Purposes.  For
      financial reporting purposes, the Partnership shall adopt a standard set of
      accounting policies and shall maintain separate books of account, all in
      accordance with GAAP.  The Partnership’s financial reports shall
      comply with requirements of the SEC to the extent applicable to the Partnership
      and any Partner or any controlling Person of such Partner, to the extent such
      information is necessary, in conjunction with the financial reporting
      obligations of such Person under applicable SEC requirements.

     

    5.3  Books
      and Records; Right of Partners to Audit.

     

    (a)  Proper
      and complete records and books of account of the Partnership’s business,
      including all such transactions and other matters as are usually entered into
      records and books of account maintained by businesses of like character or
      as
      are required by law, shall be kept by the Partnership at the Partnership’s
      principal place of business.  None of the Partnership’s funds shall be
      commingled with the funds of any Partner.

     

    (b)  Each
      Partner and its internal and independent auditors, at the expense of such
      Partner, shall have full and complete access to the internal and independent
      auditors of the Partnership and shall have the right to inspect such books
      and
      records and the physical properties of the Partnership during normal business
      hours and, at its own expense, to cause an independent audit
      thereof.  The Partnership shall make all books and records of the
      Partnership available to such Partner and its internal and independent auditors
      in connection with such audit and shall cooperate with such Partner and auditors
      and to provide any assistance reasonably necessary in connection with such
      audit.

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.4  Reports
      and Financial Statements.  The
      Partnership shall prepare and deliver to the Partners the Partnership financial
      statements and reports described on Appendix B as soon as reasonably
      practicable and in any event on or prior to the due date indicated on
      Appendix B.

     

    5.5  Method
      of Accounting for Book and Tax Purposes.  For
      purposes of making allocations and distributions hereunder (including
      distributions in liquidation of the Partnership in accordance with Capital
      Account balances as required by Section 12.3), Capital Accounts and
      Profits, Losses and other items described in Section 4.1 shall be
      determined in accordance with federal income tax accounting principles utilizing
      the accrual method of accounting, with the adjustments required by Regulation
      §1.704-1(b) to properly maintain Capital Accounts.

     

    5.6  Taxation.

     

    (a)  Status
      of the Partnership.  The Partners acknowledge that the Partnership
      is a partnership for federal, foreign and state income tax purposes, and hereby
      agree not to elect to be excluded from the application of Subchapter K of
      Chapter 1 of Subtitle A of the Code or any similar state
      statute.

     

    (b)  Tax
      Elections and Reporting.

     

    (i)  Generally.  The
      Partnership has made or shall make the following elections under the Code and
      the Regulations and any similar state statutes:

     

    (A)  Adopt
      the
      calendar year as the annual accounting period;

     

    (B)  Adopt
      the
      accrual method of accounting;

     

    (C)  Elect
      to
      deduct organization costs ratably over a 60-month period as provided in Section
      709 of the Code;

     

    (D)  Adopt
      the
      LIFO method of accounting for inventory; and

     

    (E)  Make
      any
      other elections available under the Code that the Partnership Governance
      Committee determine are appropriate, with the determination of whether an
      election is appropriate to be made pursuant to the principle that each Partner
      shall be treated equally (i.e., no Partner will receive preferential tax
      treatment to the disadvantage of another Partner).

     

    (ii)  Section
      754 Election.  The Partnership shall, upon the written request of
      any Partner benefited thereby, cause the Partnership to file an election under
      Section 754 of the Code and the Regulations thereunder to adjust the basis
      of
      the Partnership assets under Section 734(b) or 743(b) of the Code, and a
      corresponding election under the applicable sections of state and local
      law.

     

    
      
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    (c)  Tax
      Returns.  The Tax Matters Partner, on behalf of the Partnership,
      shall prepare and file the necessary tax and information
      returns.  Each Partner shall timely provide such information, if any,
      as may be needed by the Partnership for purposes of preparing such tax and
      information returns.  At least 75 days before the due date (as
      extended) for the Partnership’s federal income tax return, the Tax Matters
      Partner shall deliver a draft of such return to each Partner.  Each
      Partner shall have 15 Business Days after receipt of the draft in which to
      furnish any objections or comments on the draft to the Tax Matters
      Partner.  The Tax Matters Partner shall make its best efforts to
      finalize the Partnership’s federal income tax return at least 30 days before the
      due date for filing (as extended) of such return A Partner may not report its
      share of any Partnership tax item in a manner inconsistent with the
      Partnership’s reporting of such item unless the Partner has timely furnished its
      objection to the Tax Matters Partner as provided in the immediately preceding
      sentence.  If a Partner reports its share of any Partnership tax item
      in a manner inconsistent with the Partnership’s reporting of such item, such
      Partner shall promptly notify the Partnership in writing at least 20 Business
      Days prior to the filing of any statement with the IRS in which such
      inconsistent position is reported.  The Partnership shall promptly
      deliver to each Partner a copy of the federal income tax return for the
      Partnership as filed with the appropriate taxing authorities and a copy of
      any
      material state and local income tax return as filed.

     

    (d)  Tax
      Audits.

     

    (i)  Federal
      Tax Matters.  The Partnership is authorized to make such filings
      with the IRS as may be required to designate the Tax Matters
      Partner.  The Tax Matters Partner, as an authorized representative of
      the Partnership, shall direct the defense of any claims made by the IRS to
      the
      extent that such claims relate to the adjustment of Partnership items at the
      Partnership level.  The Tax Matters Partner shall promptly deliver to
      each Partner a copy of all notices, communications, reports or writings of
      any
      kind (including, without limitation, any notice of beginning of administrative
      proceedings or any report explaining the reasons for a proposed adjustment)
      received from the IRS relating to or potentially resulting in an adjustment
      of
      Partnership items, as well as any other information requested by a Partner
      that
      is commercially reasonable to request.  The Tax Matters Partner shall
      be diligent and act in good faith in deciding whether to contest at the
      administrative and judicial level any proposed adjustment of a Partnership
      item
      and whether to appeal any adverse judicial decision.  The Tax Matters
      Partner shall keep each Partner advised of all material developments with
      respect to any proposed adjustment that comes to its attention.  All
      costs incurred by the Tax Matters Partner in performing under this subsection
      (d) shall be paid by the Partnership.  The Tax Matters Partner
      shall have sole authority to represent the Partnership in connection with all
      tax audits, including the power to extend the statute of limitations, to enter
      in any settlement, and to litigate any proposed partnership adjustment, subject
      to the following:  (A)  No settlement will be entered into
      with respect to an item that would materially affect any Partner adversely
      unless each Partner is first notified of the terms of the settlement; and no
      Partner will be bound by any settlement unless it consents thereto;
      (B)  If a Partner does not consent to a settlement, the settlement
      will nevertheless be binding on all partners who do consent; and the
      non-consenting Partner may, at its sole cost, pursue such administrative or
      judicial remedies as it deems appropriate; (C) If the Tax Matters Partner brings
      an action in any court, each Partner, at its sole cost, shall have the right
      to
      intervene in the preceding to the extent permitted by the court; and
      (D)  If a settlement or litigation causes Partners to be treated
      differently for tax purposes with respect to certain tax issues of the
      Partnership, the income and deductions of the Partnership thereafter arising
      will be allocated among the Partners to reflect the varying manner in which
      the
      issues were resolved.

     

    
      
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    (ii)  State
      and Local Tax Matters.  The Partnership shall promptly deliver to
      each Partner a copy of all notices, communications, reports or writings of
      any
      kind with respect to income or similar taxes received from any state or local
      taxing authority relating to the Partnership which might, in the judgment of
      the
      Tax Matters Partner, materially and adversely affect any Partner, and shall
      keep
      each Partner advised of all material developments with respect to any proposed
      adjustment of Partnership items which come to its attention.

     

    (iii)  Continuation
      of Rights.  Each Partner shall continue to have the rights
      described in this subsection (d) with respect to tax matters relating to
      any period during which it was a Partner, whether or not it is a Partner at
      the
      time of the tax audit or contest.

     

    (e)  Tax
      Rulings.  No Person other than the Tax Matters Partner shall
      request an administrative ruling (or similar administrative procedures) from
      any
      taxing authority with respect to any tax issue relating to the Partnership
      or
      affecting the taxation of any other Partner unless such Person shall have
      received written authorization from the Tax Matters Partner and any such other
      Partner to make such request.

     

    (f)  Tax
      Information.  At the request of any Partner, the Tax Matters
      Partner shall timely furnish all reasonably obtainable information required
      to
      prepare annual earnings and profits computations (as defined in Section 312
      of
      the Code) with respect to that Partner’s share of Partnership
      income.

     

    5.7  Delegation.  The
      Partners agree that all of the tasks to be performed under this Section (other
      than serving as Tax Matters Partner) may be delegated to employees and
      consultants of the Partnership.

     

    SECTION
      6

    MANAGEMENT

     

    6.1  Managing
      General Partner and Partnership Governance Committee

     

    (a)  Except
      to
      the extent set forth in this Agreement, and subject to Partnership Governance
      Committee Action to the extent required by this Agreement, the Managing General
      Partner shall have full, exclusive and complete discretion to manage and control
      the business, property and affairs of the Partnership, to make all decisions
      affecting the business, property and affairs of the Partnership and to take
      all
      such actions as it deems necessary, appropriate, convenient or incidental to
      accomplish the purpose of the Partnership as set forth in
Section 1.4 (as such purpose may be expanded in accordance with
Section 6.7(i)).

     

    
      
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    (b)  The
      Partnership shall have a committee called the “Partnership Governance
      Committee”.  The Partnership Governance Committee shall act
      exclusively by means of Partnership Governance Committee Action.  As
      used in this Agreement, “Partnership Governance Committee Action” means
      any action which the Partnership Governance Committee is authorized and
      empowered to take in accordance with this Agreement and the Act and which is
      taken by the Partnership Governance Committee either (i) by action taken at
      a meeting of the Partnership Governance Committee duly called and held in
      accordance with this Agreement or (ii) by a formal written consent
      complying with the requirements of Section 6.5(f).  In no event
      shall the Partnership Governance Committee be authorized to act other than
      by
      Partnership Governance Committee Action, and any action or purported action
      by
      the Partnership Governance Committee (including any authorization, consent,
      approval, waiver, decision or vote) not constituting a Partnership Governance
      Committee Action shall be null and void and of no force and
      effect.  Each Partnership Governance Committee Action shall be binding
      on the Partnership.

     

    (c)  The
      Partnership Governance Committee shall adopt policies and procedures, not
      inconsistent with this Agreement (including Section 6.7)
      or  the Act, governing financial controls and legal compliance,
      including delegations of authority (and limitations thereon) to the officers
      of
      the Partnership as permitted hereby.  Such policies and procedures may
      be revised or revoked (in a manner consistent with this Agreement and the Act)
      from time to time as determined by the Partnership Governance
      Committee.

     

    6.2  Limitations
      on Authority of General Partners.  Except
      as expressly set forth in this Agreement, each General Partner agrees that
      its
      authority to manage and control the Partnership shall be subject to the
      provisions hereof regarding the Managing General Partner and Partnership
      Governance Committee Action.   Each General Partner agrees not to
      exercise, or purport or attempt to exercise any authority (i) to act for or
      incur, create or assume any obligation, liability or responsibility on behalf
      of
      the Partnership or any other Partner, (ii) to execute any documents on
      behalf of, or otherwise bind, or purport or attempt to bind, the Partnership
      or
      (iii) to otherwise transact any business in the Partnership’s name, in each
      case unless any required Partnership Governance Committee Action applicable
      thereto has been duly obtained.

     

    6.3  Lack
      of Authority of Persons Other Than Managing General Partner and
      Officers.  Except
      as expressly set forth in this Agreement, no Person or Persons other than
      (i) the Managing General Partner, acting in conformity with this Agreement
      and any applicable Partnership Governance Committee Action, and (ii) the
      officers of the Partnership appointed in accordance with this Agreement and
      acting as agents or employees, as applicable, of the Partnership in conformity
      with this Agreement and any applicable Partnership Governance Committee Action,
      shall be authorized (a) to exercise the powers of the Partnership,
      (b) to manage the business, property and affairs of the Partnership or
      (c) to contract for, or incur on behalf of, the Partnership any debts,
      liabilities or other obligations.

     

    
      
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    6.4  Composition
      of Partnership Governance Committee.

     

    (a)  The
      Partnership Governance Committee shall consist of between two and four
      Representatives.  Each Designating Partner shall, in its sole
      discretion, designate one or two such Representatives (each a
“Representative”).  All the Representatives of both Designating
      Partners shall together constitute the Partnership Governance
      Committee.

     

    (b)  Each
      Designating Partner may designate one or more individuals (each an
“Alternate”) who (i) shall be authorized, in the event a
      Representative is absent from any meeting of the Partnership Governance
      Committee (and in the order of succession designated by the Partner so
      designating the Alternates), to attend such meeting in the place of, and as
      substitute for, such Representative and (ii) shall be vested with all the
      powers to take action on behalf of such Partner which the absent Representative
      could have exercised at such meeting.  The term
“Representative,” when used herein with reference to any Representative
      who is absent from a meeting of the Partnership Governance Committee, shall
      mean
      and refer to any Alternate attending such meeting in place of such absent
      Representative.

     

    (c)  Each
      Designating Partner shall deliver to the other Partners a written notice
      (i) designating the person(s) to serve as such Partner’s initial
      Representative(s) and (ii) designating the person or persons, if any, who
      are to serve as initial Alternates and their order of succession.

     

    (d)  Each
      Designating Partner may, in its sole discretion and by written notice delivered
      to the other Designating Partner and the Partnership at any time or from time
      to
      time, remove or replace one or more of its Representatives or change the number
      of its Representatives from one to two or vice versa or change one or more
      of
      its Alternates.  If a Representative or Alternate dies, resigns or
      becomes disabled or incapacitated, the Designating Partner that designated
      such
      Representative or Alternate, as the case may be, shall promptly designate a
      replacement.  Each Representative and each Alternate shall serve until
      replaced by the Designating Partner that designated such Representative or
      Alternate, as the case may be.

     

    (e)  Copies
      of
      all written notices designating Representatives and Alternates shall be
      delivered to the Secretary and shall be placed in the Partnership minute books,
      but the failure to deliver a copy of any such notice to the Secretary shall
      not
      affect the validity or effectiveness of such notice or the designation described
      therein.

     

    (f)  Each
      Representative, in his capacity as such, shall be the agent of the Designating
      Partner that designated such Representative.  Accordingly,
      (i) each Representative, as such, shall act (or refrain from acting) with
      respect to the business, property and affairs of the Partnership solely in
      accordance with the wishes of the Designating Partner that designated such
      Representative and (ii) no Representative, as such, shall owe (or be deemed
      to owe) any duty (fiduciary or otherwise) to the Partnership or to any
      Designating Partner other than the Designating Partner that designated such
      Representative; provided, however, that nothing in this Agreement
      is intended to or shall relieve or discharge any Representative or Designating
      Partner from liability to the Partnership or the Partners on account of any
      fraudulent or intentional misconduct of such Representative.  Nothing
      in this Section 6.4(f) shall limit the duty owed to the Partnership
      by any person acting in his capacity as an officer of the Partnership (including
      any such officer who is also a Representative).

     

    
      
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    (g)  Representatives
      shall not receive from the Partnership any compensation for their service or
      any
      reimbursement of expenses for attendance at meetings of the Partnership
      Governance Committee.

     

    6.5  Partnership
      Governance Committee Meetings.

     

    (a)  Regular
      meetings of the Partnership Governance Committee shall be held at such times
      and
      at such places as shall from time to time be determined in advance and committed
      to a written schedule by the Partnership Governance Committee.  The
      first regular meeting of the Partnership Governance Committee of each fiscal
      year shall be deemed to be the “Annual Meeting.”  The Secretary
      shall deliver by commercial courier service or other hand delivery or transmit
      by facsimile transmission (with proof of confirmation from the transmitting
      machine), an agenda for each regular meeting to the Representatives prior to
      such meeting.  To the extent practical, each agenda for a regular
      meeting shall specify, to a reasonable degree, the business to be transacted
      at
      such meeting.  Subject to Section 6.6, at any regular
      meeting of the Partnership Governance Committee at which a quorum is present,
      any and all business of the Partnership may be transacted.

     

    (b)  Special
      meetings of the Partnership Governance Committee may be called by any
      Representative by delivering by commercial courier service or other hand
      delivery or transmitting by facsimile transmission (with proof of confirmation
      from the transmitting machine), written notice of a special meeting to each
      of
      the other Representatives prior to such meeting.  To the extent
      practical, each notice of a special meeting shall specify, to a reasonable
      degree, the business to be transacted at, or the purpose of, such
      meeting.  Notice of any special meeting may be waived before or after
      the meeting by a written waiver of notice signed by the Representative entitled
      to notice.  A Representative’s attendance at a special meeting shall
      constitute a waiver of notice unless the Representative states at the beginning
      of the meeting his objection to the transaction of business because the meeting
      was not lawfully called or convened.  Special meetings of the
      Partnership Governance Committee shall be held at the Partnership’s offices (or
      at such other place or in such other manner as the Representatives shall agree)
      at such time as may be stated in the notice of such meeting.  Subject
      to Section 6.6, at any special meeting of the Partnership Governance
      Committee at which a quorum is present, any and all business of the Partnership
      may be transacted.

     

    (c)  One
      Representative of each Designating Partner shall serve as a co-chair of each
      meeting (regular and special) of the Partnership Governance
      Committee.  Either co-chair may instruct the Secretary to include one
      or more items on a meeting agenda and neither co-chair nor the Secretary may
      delete or exclude an agenda item proposed by either co-chair.

     

    (d)  Following
      each meeting of the Partnership Governance Committee, the Secretary shall
      promptly draft and distribute minutes of such meeting to the Representatives
      for
      approval at the next meeting, and after such approval shall retain the minutes
      in the Partnership minute books.

     

    
      
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    (e)  Representatives,
      at their discretion, may participate in or hold regular or special meetings
      of
      the Partnership Governance Committee by means of a telephone conference or
      any
      comparable device or technology by which all individuals participating in the
      meeting may hear each other, and participation in such a meeting shall
      constitute presence in person at such meeting.

     

    (f)  Any
      action required or permitted to be taken at a meeting of the Partnership
      Governance Committee may be taken without a meeting if a consent in writing,
      setting forth the action so taken, shall be signed by all the Representatives
      of
      each Designating Partner, and such consent shall have the same force and effect
      as a duly conducted vote of the Partnership Governance Committee.  A
      counterpart of each such consent to action shall be delivered promptly to each
      of the Representatives and to the Secretary for placement in the minute books
      of
      the Partnership, but the failure to deliver a counterpart of any such consent
      to
      action to the Secretary shall not affect the validity or effectiveness of such
      consent to action.

     

    6.6  Partnership
      Governance Committee Quorum and General Voting Requirement.  The
      presence of at least one Representative (including any duly present Alternate)
      of each Designating Partner shall constitute a quorum of the Partnership
      Governance Committee for the transaction of business and the taking of
      appropriate Partnership Governance Committee Actions at any
      meeting.  No Partnership Governance Committee Action may be taken at
      any meeting at which a quorum is not present.  Approval of any matter
      and the taking of any action at any such meeting shall require the affirmative
      vote or approval of all Representatives (including any duly present Alternates)
      of each Designating Partner present at such meeting.

     

    6.7  Matters
      Required To Be Approved by Partnership Governance Committee.  Neither
      the Partnership nor any subsidiary thereof, nor any General Partner nor any
      person acting in the name or on behalf of any of them directly or indirectly
      may
      take or commit to take, any of the actions described below in this subsection
      (whether in a single transaction or series of related transactions) unless
      and
      until the Partnership Governance Committee has given its approval to such action
      pursuant to and in accordance with Sections 6.5 and 6.6:

     

    (i)  to
      cause
      the Partnership, directly or indirectly, to engage, participate or invest in
      any
      business outside the scope of its business as described in
Section 1.4;

     

    (ii)  to
      approve any Strategic Plan, as well as any amendments or updates thereto
      (including the annual updates provided for in Section 8.1);

     

    (iii)  to
      authorize any disposition of assets having a fair market value exceeding
      $30 million in any one transaction or a series of related transactions not
      contemplated in an approved Strategic Plan;

     

    (iv)  to
      authorize any acquisition of assets or any capital expenditure exceeding
      $30 million that is not contemplated in an approved Strategic
      Plan;

     

    (v)  to
      require capital contributions to the Partnership (other than contributions
      contemplated by the Contribution Agreements or an approved Strategic Plan or
      to
      achieve or maintain compliance with any HSE Law) within any fiscal year if
      the
      total of such contributions required from the Partners within that year would
      exceed $100 million or the total of such contributions required from the
      Partners within that year and the immediately preceding four years would exceed
      $300 million;

     

    
      
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    (vi)  to
      authorize the incurrence of debt for borrowed money unless (x) such debt is
      incurred pursuant to a revolving credit facility or uncommitted line of credit
      and the aggregate amount of debt outstanding under all such revolving credit
      facilities and uncommitted lines of credit after giving effect to such borrowing
      will not exceed $600 million; or (y) such debt is incurred to refinance any
      debt for borrowed money of the Partnership existing at such time, and the
      agreement relating to such debt does not provide that the Transfer by a Partner
      of its Units (or a change of control with respect to any Partner or any of
      its
      Affiliates) would constitute a default thereunder, otherwise accelerate the
      maturity thereof or give the lender or holder any “put rights” or similar rights
      with respect thereto;

     

    (vii)  to
      enter
      into, terminate, replace or amend any accounts receivable sale program or
      facility pursuant to which more than $30 million of accounts receivable may
      be
      sold;

     

    (viii)  to
      enter
      into interest rate protection or other hedging agreements (other than
      hydrocarbon hedging agreements in the ordinary course);

     

    (ix)  to
      enter
      into any capitalized lease or similar off-balance sheet financing arrangements
      involving payments (individually or in the aggregate) by it
      in excess of $30 million in any fiscal year;

     

    (x)  to
      cause
      the Partnership or any subsidiary of the Partnership to issue, sell, redeem
      or
      acquire any Units or other equity securities (or any rights to acquire, or
      any
      securities convertible into or exchangeable for, Units or other equity
      securities), except pursuant to Section 2.4(a);

     

    (xi)  (x) to
      make Partnership cash distributions in respect of any month in an amount less
      than Available Net Operating Cash for that month, subject to Section 17-607
      of
      the Act and other applicable law, or (y) to make non-cash distributions
      (except as contemplated by Section 12);

     

    (xii)  to
      appoint any Executive Officer (other than the CEO), or to discharge or remove
      any Executive Officer;

     

    (xiii)  to
      approve material compensation and benefit plans and policies, material employee
      policies and material collective bargaining agreements for the Partnership’s
      employees;

     

    (xiv)  to
      initiate or settle any litigation or governmental proceedings if the effect
      thereof would be material to the financial condition of the
      Partnership;

     

    (xv)  to
      change
      the independent accountants for the Partnership;

     

    
      
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    (xvi)  to
      change
      the Partnership’s method of accounting as adopted pursuant to
Section 5.2 or to change the Partnership’s method of accounting as
      provided in Section 5.5 or to make the elections referred to in
Section 5.6(b)(i)(E);

     

    (xvii)  to
      create
      or change the authority of any Auxiliary Committee;

     

    (xviii)  to
      merge,
      consolidate or convert the Partnership or any subsidiary thereof with or into
      any other entity (other than a Wholly Owned Subsidiary of the
      Partnership);

     

    (xix)  to
      file a
      petition in bankruptcy or seeking any reorganization, liquidation or similar
      relief on behalf of the Partnership or any subsidiary; or to consent to the
      filing of a petition in bankruptcy against the Partnership or any subsidiary;
      or
      to consent to the appointment of a receiver, custodian, liquidator or trustee
      for the Partnership or any subsidiary or for all or any substantial portion
      of
      their property;

     

    (xx)  to
      exercise any power or right described in Section 6.8(a)(i) or (ii) with
      respect to a Conflict Circumstance involving (a) LYONDELL-CITGO Refining Company
      Ltd., its successors or assigns, (b) Lyondell Methanol Company, L.P., its
      successors or assigns or (c) any other Affiliate of Lyondell LP4 or
      Millennium GP if such Affiliate’s actions with respect to such Conflict
      Circumstance are not controlled by Lyondell or Millennium respectively, other
      than a Conflict Circumstance involving the exercise of any rights and remedies
      with respect to a default under any agreement that is the subject of such
      Conflict Circumstance;

     

    (xxi)  to
      cause
      the Partnership to repay either (a) any of its long-term indebtedness (as
      defined for purposes of GAAP) or (b) any of its long-term synthetic leases
      that
      are treated as debt for purposes of federal income tax if, by doing so, the
      Partnership would reduce the aggregate amount of all such indebtedness below
      $1.825 billion prior to May 15, 2005, and, thereafter, below $1.5
      billion.

     

    The
      Partners hereby acknowledge and confirm that any authorization or approval
      by
      the Partnership Governance Committee pursuant to this Section 6.7 of the
      execution, delivery and performance of any agreement or contract entered into
      by
      the Partnership shall be sufficient to authorize and approve any future
      performance required by the terms of such agreement or contract, with no further
      action being required under this Article VI at the time of any such
      performance.

     

    6.8  Control
      of Interested Partner Issues.  Notwithstanding
      anything to the contrary contained in this Agreement, with respect to any
      Conflict Circumstance (other than a Conflict Circumstance described in
Section 6.7(xx), which shall be governed by Section 6.7), the
      Nonconflicted Designating Partner (through its Representatives) shall, subject
      to Section 6.8(b), have the sole and exclusive power and right for
      and on behalf, and at the sole expense, of the Partnership (i) to control all
      decisions, elections, notifications, actions, exercises or nonexercises and
      waivers of all rights, privileges and remedies provided to, or possessed by,
      the
      Partnership with respect to a Conflict Circumstance and (ii) in the event of
      any
      potential, threatened or asserted claim, dispute or action with respect to
      a
      Conflict Circumstance, to retain and direct legal counsel and to control,
      assert, enforce, defend, litigate, mediate, arbitrate, settle, compromise or
      waive any and all such claims, disputes and actions.  Accordingly,
      Partnership Governance Committee Action with respect to a Conflict Circumstance
      (other than a Conflict Circumstance described in Section 6.7(xx), which
      shall be governed by Section 6.7) shall require the approval of all of
      the Representatives of the Nonconflicted Designating Partner.  Each
      Designating Partner shall, and shall cause its Affiliates to, take all such
      actions, execute all such documents and enter into all such agreements as may
      be
      necessary or appropriate to facilitate or further assure the accomplishment
      of
      this Section.

     

    
      
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    (a)  The
      Nonconflicted Designating Partner, in exercising its control, power and rights
      pursuant to this Section, shall act in good faith and in a manner it believes
      to
      be in the best interests of the Partnership; provided that it shall never
      be deemed to be in the best interests of the Partnership not to pay, perform
      and
      observe all of the obligations to be paid, performed or observed by or on the
      part of the Partnership under the terms of any of the Other Agreements (as
      defined in the Amended and Restated Parent Agreement).  The
      Nonconflicted Designating Partner shall act through its Representatives, and
      the
      approval of two Representatives acting for the Nonconflicted Designating Partner
      will be sufficient for the Nonconflicted Designating Partner (and therefore
      the
      Partnership Governance Committee on behalf of the Partnership) to take any
      action in respect of the relevant Conflict Circumstance.  The
      Conflicted Designating Partner (or its Affiliates) shall have the right to
      deal
      with the Partnership and with the Nonconflicted Designating Partner on an
      arm’s-length basis and in a manner it believes to be in its own best interests,
      but in any event must deal with them in good faith.

     

    6.9  Auxiliary
      Committees. 
      

     

    (a)  From
      time
      to time, the Partnership Governance Committee may, by Partnership Governance
      Committee Action, designate one or more committees (“Auxiliary
      Committees”) or disband any Auxiliary Committee.  Each Auxiliary
      Committee shall (i) operate under the specific authority delegated to it by
      the Partnership Governance Committee (consistent with Section 6.7) for
      the purpose of assisting the Partnership Governance Committee in managing (on
      behalf of the Designating Partners) the business, property and affairs of the
      Partnership and (ii) report to the Partnership Governance
      Committee.

     

    (b)  Each
      Designating Partner shall have the right to appoint an equal number of members
      on each Auxiliary Committee.  Auxiliary Committee members may (but
      need not) be members of the Partnership Governance Committee.  No
      Auxiliary Committee member shall be compensated or reimbursed by the Partnership
      for service as a member of such Auxiliary Committee.

     

    (c)  Each
      Partnership Governance Committee Action designating an Auxiliary Committee
      shall
      be in writing and shall set forth  (i) the name of such Auxiliary
      Committee, (ii) the number of members and (iii) in such detail as the
      Partnership Governance Committee deems appropriate, the purposes, powers and
      authorities (consistent with Section 6.7) of such Auxiliary Committee;
provided, however, that in no event shall any Auxiliary Committee
      have any powers or authority in reference to amending this Agreement, adopting
      an agreement of merger, consolidation or conversion of the Partnership,
      authorizing the sale, lease or exchange of all or substantially all of the
      property and assets of the Partnership, authorizing a dissolution of the
      Partnership or declaring a distribution.  Each Auxiliary Committee
      shall keep regular minutes of its meetings and promptly deliver the same to
      the
      Partnership Governance Committee.

     

    
      
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    6.10  Certain
      Limitations on Partner Representatives.  No
      Representative or Alternate of a Partner who, as an officer, director or
      employee of such Partner or any of its Affiliates, participates in material
      operational decisions by such Partner or Affiliate regarding a business or
      operation of such Partner or Affiliate that competes with a business or
      operation of the Partnership or of the other Partner or its Affiliates, or
      that
      competes with a Business Opportunity offered pursuant to Section 9.3(c) or
      (d), shall receive or have access to any competitively sensitive information
      regarding the competing business of the Partnership or of the other Partner
      or
      its Affiliates or such Business Opportunity, nor shall such Representative
      or
      Affiliate participate in any decision of the Partnership Governance Committee
      relating to such business or operation of the Partnership or the other Partner
      or its Affiliates or such Business Opportunity.

     

    


     

    SECTION
      7

    OFFICERS
      AND EMPLOYEES

     

    7.1  Partnership
      Officers.

     

    (a)  The
      Partnership Governance Committee may select natural persons who are (or upon
      becoming an officer will be) agents or employees of the Partnership to be
      designated as officers of the Partnership, with such titles as the Partnership
      Governance Committee shall determine.

     

    (b)  The
      executive officers of the Partnership shall consist of a Chief Executive Officer
      (“CEO”), and others as determined from time to time by Partnership
      Governance Committee (collectively, the “Executive
      Officers”).

     

    
      
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    (c)  The
      Partnership Governance Committee also shall appoint a Secretary and may appoint
      such other officers and assistant officers and agents as may be deemed necessary
      or desirable and such persons shall perform such duties in the management of
      the
      Partnership as may be provided in this Agreement or as may be determined by
      Partnership Governance Committee Action.

     

    (d)  The
      Partnership Governance Committee may leave unfilled any offices except those
      of
      CEO and Secretary.  Two or more offices may be held by the same person
      except that the same person may not hold the offices of CEO and
      Secretary.

     

    7.2  Selection
      and Term of Executive Officers.

     

    (a)  The
      Executive Officers as of the date of this Agreement are listed on
      Appendix C.

     

    (b)  The
      CEO
      shall hold office until December 31, 2010, subject to the CEO’s earlier death,
      resignation or removal.  Upon the expiration of such term or earlier
      vacancy, the Managing General Partner shall designate the CEO, provided that
      such person shall be reasonably acceptable to the other Designating
      Partner.  The CEO shall not be required to be an employee of the
      Partnership.

     

    (c)  Each
      Executive Officer (other than the CEO) shall hold office for a five-year term,
      subject to such Officer’s earlier death, resignation or removal.  Upon
      the death, resignation or removal of an Executive Officer, or the creation
      of a
      new Executive Officer position, the CEO may nominate a person to fill the
      vacancy, which shall be subject to Partnership Governance Committee
      approval.  Executive Officers shall not be required to be employees of
      the Partnership.  Any Executive Officer also may serve as an officer
      or employee of any Partner or Affiliate of a Partner.

     

    7.3  Removal
      of Executive Officers.

     

    (a)  The
      CEO
      may be removed, at any time, by Partnership Governance Committee Action taken
      pursuant to Section 6.7(xii), with or without cause, whenever in the
      judgment of the Partnership Governance Committee the best interests of the
      Partnership would be served thereby.

     

    (b)  Any
      Executive Officer (other than the CEO), or any other officer or agent may be
      removed, at any time, by Partnership Governance Committee Action taken pursuant
      to Section 6.7(xii), with or without cause, whenever in the judgment
      of the Partnership Governance Committee the best interests of the Partnership
      would be served thereby.

     

    (c)  Notwithstanding
      anything to the contrary in Sections 6.7(xii), 7.3(a) and 7.3(b), either
      Designating Partner may, by action of two or more of its Representatives, remove
      from office any Executive Officer who takes or causes the Partnership to take
      any action described in Section 6.7 that has not been approved by
      Partnership Governance Committee Action as contemplated by Section
      6.7.  Any such removal shall be effected by delivery by such
      Representatives of written notice of such removal (i) to such Executive Officer
      and (ii) to the Representatives of the other Designating
      Partner;  provided that such removal shall not be effective if
      such action is rescinded or cured (to the reasonable satisfaction of the
      Designating Partner who has delivered such notice) promptly after such notice
      is
      delivered.

     

    7.4  Duties.

     

    (a)  Each
      officer or employee of the Partnership shall owe to the Partnership, but not
      to
      any Partner, all such duties (fiduciary or otherwise) as are imposed upon such
      an officer or employee of a Delaware corporation.  Without limitation
      of the foregoing, each officer and employee in any dealings with a Partner
      shall
      have a duty to act in good faith and to deal fairly; provided,
that, no officer shall be liable to the Partnership or to any Partner
      for
      his or her good faith reliance on the provisions of this
      Agreement.  Notwithstanding the foregoing, it is understood that any
      officer or employee of the Partnership who is also a Representative of a
      Designating Partner shall, in his capacity as a Representative, owe no duty
      (fiduciary or otherwise) to any Person other than such Designating
      Partner.

     

    (b)  The
      policies and procedures of the Partnership adopted by the Partnership Governance
      Committee may set forth the powers and duties of the officers of the Partnership
      to the extent not set forth in or inconsistent with this
      Agreement.  The officers of the Partnership shall have such powers and
      duties, except as modified by the Partnership Governance Committee, as generally
      pertain to their respective offices in the case of a publicly held Delaware
      corporation, as well as other such powers and duties as from time to time may
      be
      conferred by the Partnership Governance Committee and by this
      Agreement.  The CEO and the other officers and employees of the
      Partnership shall develop and implement management and other policies and
      procedures consistent with this Agreement and the general policies and
      procedures established by the Partnership Governance Committee.

     

    
      
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    (c)  Notwithstanding
      any other provision of this Agreement, no Partner, Representative, officer,
      employee or agent of the Partnership shall have the power or authority, without
      specific authorization from the Partnership Governance Committee, to undertake
      any of the following:

     

    (i)  to
      do any
      act which contravenes (or otherwise is inconsistent with) this Agreement or
      which would make it impracticable or impossible to carry on the Partnership’s
      business;

     

    (ii)  to
      confess a judgment against the Partnership;

     

    (iii)  to
      possess Partnership property other than in the ordinary conduct of the
      Partnership’s business; or

     

    (iv)  to
      take,
      or cause to be taken, any of the actions described in
Section 6.7.

     

    7.5  CEO.  Subject
      to the terms of this Agreement, the CEO shall have general authority and
      discretion comparable to that of a chief executive officer of a publicly held
      Delaware corporation of similar size to direct and control the business and
      affairs of the Partnership, including without limitation its day-to-day
      operations in a manner consistent with the Annual Budget and the most recently
      approved Strategic Plan.  The CEO shall take steps to implement all
      orders and resolutions of the Partnership Governance Committee or, as
      applicable, any Auxiliary Committee.  The CEO shall be authorized to
      execute and deliver, in the name and on behalf of the Partnership,
      (i) contracts or other instruments authorized by Partnership Governance
      Committee Action and (ii) contracts or instruments in the usual and regular
      course of business (not otherwise requiring Partnership Governance Committee
      Action), except in cases when the execution and delivery thereof shall be
      expressly delegated by the Partnership Governance Committee to some other
      officer or agent of the Partnership, and, in general, shall perform all duties
      incident to the office of CEO as well as such other duties as from time to
      time
      may be assigned to him or her by the Partnership Governance Committee or as
      are
      prescribed by this Agreement.

     

    7.6  Other
      Officers.  The
      President (if any) and the Vice Presidents shall perform such duties as may,
      from time to time, be assigned to them by the Partnership Governance Committee
      or by the CEO.  In addition, at the request of the CEO, or in the
      absence or disability of the CEO, the President (if any) or any Vice President,
      in any order determined by the Partnership Governance Committee, temporarily
      shall perform all (or if limited through the scope of the delegation, some
      of)
      the duties of the CEO, and, when so acting, shall have all the powers of, and
      be
      subject to all restrictions upon, the CEO.

     

    7.7  Secretary.  The
      Secretary shall keep the minutes of all meetings (and copies of written records
      of action taken without a meeting) of the Partnership Governance Committee
      in
      minute books provided for such purpose and shall see that all notices are duly
      given in accordance with the provisions of this Agreement.  The
      Secretary shall be the custodian of the records and of the seal, if
      any.  The Secretary shall have general charge of books and papers of
      the Partnership as the Partnership Governance Committee may direct and, in
      general, shall perform all duties and exercise all powers incident to the office
      of Secretary and such other duties and powers as the Partnership Governance
      Committee or the CEO from time to time may assign to or confer upon the
      Secretary.

     

    
      
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    7.8  Salaries.  Salaries
      or other compensation of the other Executive Officers of the Partnership shall
      be established by the CEO consistent with plans approved by the Partnership
      Governance Committee.  Except as approved by the Partnership
      Governance Committee, all fees and compensation of the officers and employees
      of
      the Partnership other than the CEO with respect to their services as such
      officers and employees shall be payable solely by the Partnership and no Partner
      or its Affiliates shall pay (or offer to pay) any such fees or compensation
      to
      any officer or employee, except to the extent that the Partnership shall have
      agreed with a Partner or one of its Affiliates pursuant to a separate agreement
      that a portion of the compensation of such officer or employee shall be paid
      by
      such Partner or Affiliate.

     

    7.9  Delegation.  The
      Partnership Governance Committee may delegate temporarily the powers and duties
      of any officer of the Partnership, in case of absence or for any other reason,
      to any other officer of the Partnership, and may authorize the delegation by
      any
      officer of the Partnership of any of such officer’s powers and duties to any
      other officer or employee of the Partnership, subject to the general supervision
      of such officer.

     

    7.10  [Intentionally
      Deleted.]


     

    7.11  General
      Authority.  Persons
      dealing with the Partnership are entitled to rely conclusively on the power
      and
      authority of each of the officers as set forth in this Agreement.  In
      no event shall any Person dealing with any officer with respect to any business
      or property of the Partnership be obligated to ascertain that the terms of
      this
      Agreement have been complied with, or be obligated to inquire into the necessity
      or expedience of any act or action of the officer; and every contract,
      agreement, deed, mortgage, security agreement, promissory note or other
      instrument or document executed by the officer with respect to any business
      or
      property of the Partnership shall be conclusive evidence in favor of any and
      every Person relying thereon or claiming thereunder that (i) at the time of
      the
      execution and/or delivery thereof, this Agreement was in full force and effect,
      (ii) the instrument or document was duly executed in accordance with the terms
      and provisions of this Agreement and is binding upon the Partnership, and (iii)
      the officer was duly authorized and empowered to execute and deliver any and
      every such instrument or document for and on behalf of the
      Partnership.

     

    SECTION
      8

    STRATEGIC
      PLANS, ANNUAL BUDGETS AND LOANS

     

    8.1  Strategic
      Plan.

     

    (a)  The
      Partnership shall be managed in accordance with a five-year strategic business
      plan (the “Strategic Plan”) which shall be updated annually under the
      direction of the CEO and presented for approval by the Partnership Governance
      Committee pursuant to Section 6.7 as soon as practicable prior to
      the start of the first fiscal year covered by the updated plan.

     

    
      
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    (b)  The
      Strategic Plan shall establish the strategic direction of the Partnership,
      including plans relating to capital maintenance and enhancement, geographic
      expansion, acquisitions and dispositions, new product lines, technology,
      long-term supply and customer arrangements, internal and external financing,
      environmental and legal compliance, and plans, programs and policies relating
      to
      compensation and industrial relations.  The Strategic Plan shall
      include projected income statements, balance sheets and cash flow statements,
      including the expected timing and amounts of capital contributions and cash
      distributions.  The format and level of detail of each Strategic Plan
      shall be consistent with that of the initial Strategic Plan agreed to by the
      Initial Partners on or prior to the Initial Closing Date or the Strategic Plan
      most recently approved pursuant to Section 6.7.

     

    8.2  Annual
      Budget.

     

    (a)  The
      Executive Officers of the Partnership shall prepare an Annual Budget (each,
      an
“Annual Budget”) for each fiscal year, including an Operating Budget and
      Capital Expenditure Budget; provided that each Annual Budget shall be
      consistent with the information for such fiscal year included in the Strategic
      Plan most recently approved pursuant to Section 6.7; and
provided, further, that unless provided otherwise in the most
      recently approved Strategic Plan, the Annual Budget (including any Annual Budget
      prepared under Section 8.2(b)) shall utilize a format and provide a level
      of detail consistent with the Partnership’s initial Annual
      Budget.  The Annual Budget for each year shall be submitted to the
      Partnership Governance Committee for approval at least 30 days prior to the
      start of the fiscal year covered by such budget.  Each Annual Budget
      shall incorporate (i) a projected income statement, balance sheet and a
      cash flow statement, (ii) the amount of any corresponding cash deficiency
      or surplus and (iii) the estimated amount, if any, and expected timing for
      all required capital contributions.  Each proposed Annual Budget shall
      be prepared on a basis consistent with the Partnership’s financial
      statements.

     

    (b)  If
      for
      any fiscal year the Partnership Governance Committee has failed to approve
      an
      updated Strategic Plan, then, subject to Section 8.5, for such year
      and each subsequent year prior to approval of an updated Strategic Plan, the
      Executive Officers of the Partnership shall prepare (and promptly furnish to
      the
      Partnership Governance Committee) the Annual Budget consistent with the
      projections and other information for that year included in the Strategic Plan
      most recently approved pursuant to Section 6.7; provided,
however, that the CEO, acting in good faith, shall be entitled
      to modify
      any such Annual Budget in order to satisfy current contractual and compliance
      obligations and to account for other changes in circumstances resulting from
      the
      passage of time or the occurrence of events beyond the control of the
      Partnership; provided, further, that the CEO shall not be
      authorized to cause the Partnership to proceed with capital expenditures to
      accomplish capital enhancement projects except to the extent that such
      expenditures would enable the Partnership to continue or complete any such
      capital project reflected in the last Strategic Plan that was approved by the
      Partnership Governance Committee pursuant to
Section 6.7.

     

    
      
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    (c)  Each
      “Operating Budget” shall constitute an estimate for each applicable period of
      all operating income, which shall include expenses required to maintain, repair
      and restore to good and usable condition the Partnership’s assets.

     

    (d)  Each
      “Capital Expenditure Budget” shall constitute an estimate for the applicable
      period of the capital expenditures required to (i) accomplish capital
      enhancement projects included in the most recently approved Strategic Plan,
      (ii) maintain and preserve the Partnership’s assets in good operating
      condition and repair and (iii) achieve or maintain compliance with any HSE
      Law.

     

    8.3  Funding
      of Partnership Expenses.  All
      Partnership expenses (both operating and capital expenses), regardless of
      whether included in any Strategic Plan or Annual Budget, shall be funded from
      operating cash flows or authorized borrowings under available lines of credit,
      unless otherwise agreed by the Partnership Governance
      Committee.  Subject to the limitations of Section 2.4 and
Section 6.7(v), if applicable, to the extent that the CEO determines at
      any time that funds are needed to fund Partnership operations, the CEO may
      issue
      a Funding Notice to the Partners calling for an additional capital
      contribution.  The Partners will take all steps necessary to cause
      compliance with such Funding Notice.

     

    8.4  Implementation
      of Budgets and Discretionary Expenditures by CEO.

     

    (a)  After
      a
      Strategic Plan and an Annual Budget have been approved by the Partnership
      Governance Committee (or an Annual Budget has been developed in accordance
      with
Section 8.2(b)), the CEO will be authorized, without further action by
      the Partnership Governance Committee, to cause the Partnership to make
      expenditures consistent with such Strategic Plan and Annual Budget;
provided, however, that all internal control policies and
      procedures, including those regarding the required authority for certain
      expenditures, shall have been followed.

     

    (b)  In
      any
      emergency, the CEO or the CEO’s designee shall be authorized to take such
      actions and to make such expenditures as may be reasonably necessary to react
      to
      the emergency, regardless of whether such expenditures have been included in
      an
      approved Strategic Plan or Annual Budget.  Promptly after learning of
      an emergency, the CEO or such designee shall notify the Representatives of
      the
      nature of the emergency and the response that has been made, or is committed
      or
      proposed to be made, with respect to the emergency.

     

    8.5  Strategic
      Plan Deadlock.  If
      the Partnership Governance Committee has not agreed upon and approved an updated
      Strategic Plan, as contemplated by Sections 6.7 and Section 8.1,
      by such date as is 12 months after the beginning of the first fiscal year that
      would have been covered by such plan, then the Designating Partners shall submit
      their disagreements to non-binding mediation by a Neutral.  If the
      Designating Partners are unable to agree upon a mutually acceptable Neutral
      within 30 days after a nomination of a Neutral is made by one Designating
      Partner to the other, then such Neutral shall upon the application of either
      Designating Partner be appointed within 70 days of such nomination by the Center
      for Public Resources, or if such appointment is not so made promptly then
      promptly thereafter by the American Arbitration Association in Philadelphia,
      Pennsylvania, or if such appointment is not so made promptly then promptly
      thereafter by the senior United States District Court judge sitting in
      Wilmington, Delaware.  The fees of the Neutral shall be paid equally
      by the Designating Partners.  Within 20 days of selection of the
      Neutral, two persons having decision-making authority on behalf of each
      Designating Partner shall meet with the Neutral and agree upon procedures and
      a
      schedule for attempting to resolve the differences between the Designating
      Partners.  They shall continue to meet thereafter on a regular basis
      until (i) agreement is reached by the Designating Partners (acting through
      their
      Representatives) on an updated Strategic Plan or (ii) at least 24 months have
      elapsed since the beginning of the first fiscal year that was to be covered
      by
      the first updated plan for which agreement was not reached and one Designating
      Partner shall determine and notify the other Designating Partner and the Neutral
      in writing (a “Deadlock Notice”) that no agreement resolving the dispute
      is likely to be reached.

     

    
      
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    8.6  Loans.

     

    (a)  Other
      Loans.  The Partnership Governance Committee may by Partnership
      Governance Committee Action authorize the CEO to cause the Partnership to borrow
      funds from third party lenders.  No Partner shall be required, and the
      Partnership Governance Committee shall not be authorized to require any Partner,
      to guarantee or to provide other credit or financial support for any
      loan.  Except as provided in Section 8.6(b) or with respect to
      obligations of Lyondell existing as of January 1, 2002 with respect to Lyondell
      Assumed Debt, no Partner may guarantee or provide other credit or financial
      support for all or any portion of any debt, including any refinancing of the
      Bank Credit Agreement or any uncommitted lines of credit of the
      Partnership.

     

    (b)  Millennium
      Indemnity.  At any time and from time to time, Millennium America
      (or Millennium Petrochemicals Inc. or any other Affiliate of Millennium America)
      may, in its sole discretion, elect to execute in favor of the Partnership and
      the other Partners an indemnity with respect to any debt of the Partnership
      substantially in the form of Schedules 8.6(A) and 8.6(B); provided,
however, that the conditions for release from such an indemnity shall
      be
      as specified by the indemnitor; and provided, further, that the
      existence of such indemnity shall not prohibit the Partnership from repaying
      such indemnified debt at any time subject to the other provisions of this
      Agreement.  The aggregate amount of the Millennium Indemnity shall not
      exceed $500 million.  The Millennium Indemnity shall be with respect
      to any indebtedness of the Partnership that Millennium America (or such
      Affiliate) may elect.  The Partnership and the Partners will cooperate
      with Millennium America (or such Affiliate) in establishing the Millennium
      Indemnity, including executing any documents necessary to establish the
      Millennium Indemnity.

     

    
      
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    SECTION
      9

    RIGHTS
      OF PARTNERS

     

    9.1  Delegation
      and Contracts with Related Parties.

     

    (a)  The
      Partners acknowledge that the Managing General Partner (acting, to the extent
      required, pursuant to Partnership Governance Committee Action) and the
      Partnership Governance Committee are permitted to delegate responsibility for
      day-to-day operations of the Partnership to officers and employees of the
      Partnership.

     

    (b)  Upon
      receipt of any required approval by the Partnership Governance Committee
      (including, as applicable, any approval required by Section 6.8), all
      contracts and transactions between the Partnership and a Partner or its
      Affiliates shall be deemed to be entered into on an arm’s-length basis and to be
      subject to ordinary contract and commercial law, without any other duties or
      rights being implied by reason of a Partner being a Partner or by reason of
      any
      provision of this Agreement or the existence of the Partnership.

     

    9.2  General
      Authority.  Persons
      dealing with the Partnership are entitled to rely conclusively on the power
      and
      authority of any General Partner as set forth in this Agreement.  In
      no event shall any Person dealing with a General Partner or such General
      Partner’s representatives with respect to any business or property of the
      Partnership be obligated to ascertain that the terms of this Agreement have
      been
      complied with, or be obligated to inquire into the necessity or expedience
      of
      any act or action of the General Partner or the General Partner’s
      representatives; and every contract, agreement, deed, mortgage, security
      agreement, promissory note or other instrument or document executed by the
      General Partner or the General Partner’s representatives with respect to any
      business or property of the Partnership shall be conclusive evidence in favor
      of
      any and every Person relying thereon or claiming thereunder that (i) at the
      time
      of the execution and/or delivery thereof, this Agreement was in full force
      and
      effect, (ii) the instrument or document was duly executed in accordance with
      the
      terms and provisions of this Agreement and is binding upon the Partnership,
      and
      (iii) the General Partner or the General Partner’s representative was duly
      authorized and empowered to execute and deliver any and every such instrument
      or
      document for and on behalf of the Partnership.  Nothing in this
Section 9.2 shall be deemed to be a waiver or release of any General
      Partner’s obligations to the other Partners as set forth elsewhere in this
      Agreement.

     

    9.3  Limitation
      on Fiduciary Duty; Non-Competition; Right of First Opportunity.

     

    (a)  Each
      Partner (directly or through its Affiliates) is a sophisticated party possessing
      extensive knowledge of and experience relating to, and is actively engaged
      in,
      significant businesses in addition to its Contributed Businesses, has been
      represented by legal counsel, is capable of evaluating and has thoroughly
      considered the merits, risks and consequences of the provisions of this
Section 9.3 and is agreeing to such provision knowingly and
      advisedly.  The liability of each of the General Partners (including
      any liability of its Affiliates or its and their respective officers, directors,
      agents and employees) or of any Limited Partner (including any liability of
      its
      Affiliates or its and their respective officers, agents, directors and
      employees), either to the Partnership or to any other Partner, for any act
      or
      omission by such Partner in its capacity as a partner of the Partnership that
      is
      imposed by such Partner’s status as a “general partner” or “limited partner” (as
      such terms are used in the Act) of a limited partnership is hereby eliminated,
      waived and limited to the fullest extent permitted by law; provided,
however, that each Designating Partner shall at all times owe to the
      other Designating Partner a fiduciary duty in observing the requirement
      described in Section 6.7 that two or more Representatives of each
      Designating Partner shall be required to give their approval before the
      Partnership may undertake any of the actions listed in Section
      6.7.   Nothing in this subsection shall relieve any Partner
      from liability for any breach of this Agreement and any General Partner shall
      at
      all times owe to any other General Partner a duty to act in good faith with
      respect to all matters involving the Partnership.

     

    
      
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    (b)  Except
      as
      set forth in Section 9.3(c), each Partner’s Affiliates shall be free
      to engage in or possess an interest in any other business of any type, including
      any business in direct competition with the Partnership, and to avail itself
      of
      any business opportunity available to it without having to offer the Partnership
      or any Partner the opportunity to participate in such
      business.  Except as set forth in Section 9.3(c), it is
      expressly agreed that the legal doctrine of “corporate or business
      opportunities” sometimes applied to a Person deemed to be subject to fiduciary
      or other similar duties so as to prevent such Persons from engaging in or
      enjoying the benefits of certain additional business opportunities shall not
      be
      applied in the case of any investment, acquisition, business, activity or
      operation of any Partner’s Affiliates.

     

    (i)  If
      a
      Partner’s Affiliate desires to initiate or pursue an opportunity to undertake,
      engage in, acquire or invest in a Related Business by investing in or acquiring
      a Person whose business is a Related Business, acquiring assets of a Related
      Business, or otherwise engaging in or undertaking a Related Business (a
“Business Opportunity”), such Partner or its Affiliate (such Partner,
      together with its Affiliates, being called the “Proposing Partner”) shall
      offer the Partnership the Business Opportunity on the terms set forth in
Section 9.3(c)(ii).

     

    (ii)  When
      a
      Proposing Partner offers a Business Opportunity to the Partnership, the
      Partnership shall elect to do one of the following within a reasonably prompt
      period:

     

    (A)  acquire
      or undertake the Business Opportunity for the benefit of the Partnership as
      a
      whole, at the cost, expense and benefit of the Partnership; provided,
however, that, if the Partnership ceases to actively pursue such
      opportunity for any reason, then the Proposing Partner will be entitled to
      proceed under clause (B) below; or

     

    (B)  permit
      the Proposing Partner to acquire or undertake the Business Opportunity for
      its
      own benefit and account without any duty to the Partnership or the other
      Partners with respect thereto; provided, however, that if the
      Business Opportunity is in direct competition with the then existing business
      of
      the Partnership (a “Competing Opportunity”), then the Proposing Partner
      and the Partnership shall, if either so elects, seek to negotiate and implement
      an arrangement whereby the Partnership would either (i) acquire or
      undertake the Competing Opportunity at the sole cost, expense and benefit of
      the
      Proposing Partner under a mutually acceptable arrangement whereby the Competing
      Opportunity is treated as a separate business within the Partnership with the
      costs, expenses and benefits related thereto being borne and enjoyed solely
      by
      the Proposing Partner, or (ii) enter into a management agreement with the
      Proposing Partner to manage the Competing Opportunity on behalf of the Proposing
      Partner on terms and conditions mutually acceptable to the Proposing Partner
      and
      the Partnership.  If the Partnership and the Proposing Partner do not
      reach agreement as to such arrangement, the Proposing Partner may acquire or
      undertake the Competing Opportunity for its own benefit and account without
      any
      duty to the Partnership or the other Partners with respect thereto.

     

    
      
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    (c)  Notwithstanding
      the provisions of Section 9.3(c)(ii), (i) if the Business Opportunity
      constitutes less than 25% (based on annual revenues for the most recently
      completed fiscal year) of an acquisition of or investment in assets, activities,
      operations or businesses that is not otherwise a Related Business, then a
      Proposing Partner may acquire or invest in such Business Opportunity without
      first offering it to the Partnership; provided, that, after
      completion of the acquisition or investment thereof, such Proposing Partner
      must
      offer the Business Opportunity to the Partnership pursuant to the terms of
      Section 9.3(c)(ii); and if the Partnership elects option (A) of
Section 9.3(c)(ii) with respect thereto, the Business Opportunity shall
      be acquired by the Partnership at its fair market value as of the date of such
      acquisition and (ii) if the Business Opportunity is  (A) part of an
      integrated project, a substantial element of which is the development,
      exploration, production and/or sale of oil or gas reserves and (B) located
      in a
      country other than the United States, Canada or Mexico  then such
      Partner or its Affiliate may acquire or invest in such Business Opportunity
      without first offering it to the Partnership; provided, that subject to
      any requisite consents and approvals from third parties or governmental
      authorities, the Partner or its Affiliate will use commercially reasonable
      efforts to include the Partnership to the maximum extent practicable in such
      integrated project with respect to the Business Opportunity portion of the
      project.

     

    (d)  Notwithstanding
      the provisions of Section 9.3(c), any direct or indirect expansion
      by LYONDELL-CITGO Refining Company Ltd. of its aromatics business shall not
      be
      deemed to constitute a Business Opportunity for purposes of
Section 9.3(c).

     

    (e)  If
      (i) the Partnership is presented with an opportunity to acquire or
      undertake a Business Opportunity (other than pursuant to Section 9.3(c))
      that it determines not to acquire or undertake and (ii) the Representatives
      of one Designating Partner, but not the other Designating Partner, desire that
      the Partnership acquire or undertake such Business Opportunity, then the
      Partnership shall permit such Designating Partner and its Affiliates to acquire
      or undertake such Business Opportunity and Section 9.3(c)(ii)(B)
      shall be deemed to be applicable thereto to the same extent as if such
      Designating Partner and its Affiliates were a Proposing Partner with respect
      to
      such Business Opportunity.

     

    9.4  Limited
      Partners.

     

    (a)  No
      Limited Partner shall take part in the management or control of the
      Partnership’s business, transact any business in the Partnership’s name or have
      the power to sign documents for or otherwise to bind the
      Partnership.

     

    
      
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    (b)  Each
      Limited Partner shall have the rights with respect to the Partnership’s books
      and records as set forth in Section 5.3.

     

    9.5  Partner
      Covenants.  Each
      Partner covenants and agrees with the Partnership and with the other Partners
      as
      follows:

     

    (i)  It
      shall
      not exercise, or purport or attempt to exercise, its authority to withdraw,
      retire, resign, or assert that it has been expelled from the
      Partnership;

     

    (ii)  It
      shall
      not do any act that would make it impossible or impracticable to carry on the
      Partnership’s business; and

     

    (iii)  It
      shall
      not act or purport or attempt to act in a manner inconsistent with any act
      of a
      Partner acting pursuant to Partnership Governance Committee Action or in a
      manner contrary to the agreements of the Partners set forth in this
      Agreement;

     

    provided,
      that, nothing in this Section 9.5 shall be deemed to waive its
      rights under Sections 10, 11 or 12.

     

    9.6  Special
      Purpose Entities.  Each
      Partner covenants and agrees that (i) its business shall be restricted
      solely to the holding of its Units and the doing of things necessary or
      incidental in connection therewith (including, without limitation, the exercise
      of its rights and powers under this Agreement), and (ii) it shall not own
      any assets, incur any liabilities or engage, participate or invest in any
      business outside the scope of such business; provided,
however,  that this Section 9.6 shall not be binding
      upon (a) Millennium Petrochemicals Inc., a Virginia corporation, or its
      successors by operation of law to the extent that any Units shall be Transferred
      to it in accordance with Section 10.6 or (b) at its option, any
      Wholly Owned Affiliate of any Partner to whom Units shall be Transferred
      pursuant to Section 10.6 if, at the date of such Transfer, such Wholly
      Owned Affiliate shall have a consolidated net worth, as determined in accordance
      with GAAP, of at least $50 million.  Notwithstanding the foregoing
      provisions of this Section 9.6, this Section 9.6 shall not
      prohibit any Partner from incurring debt payable to its Parent or an Affiliate
      so long such debt is permitted under Section 2.4 of the Parent
      Agreement.

     

    SECTION
      10

    TRANSFERS
      AND PLEDGES

     

    10.1  Restrictions
      on Transfer and Prohibition on Pledge.  Except
      pursuant to Section 11 or the procedures described below in this
      Section, a Partner shall not, in any transaction or series of transactions,
      directly or indirectly Transfer all or any part of its Units.  A
      Partner shall not, in any transaction or series of transactions, directly or
      indirectly Pledge all or any part of its Units or its interest in the
      Partnership.  Neither the term “Transfer” nor the term “Pledge,”
however, shall include an assignment by a Partner of such Partner’s right to
      receive distributions from the Partnership so long as such assignment does
      not
      purport to assign any right of such Partner to participate in or manage the
      affairs of the Partnership, to receive any information or accounting of the
      affairs of the Partnership, or to inspect the books or records of the
      Partnership or any other right of a Partner pursuant to this Agreement or the
      Act.  Any attempt by a Partner to Transfer or Pledge all or a portion
      of its Units in violation of this Agreement shall be void abinitio
      and shall not be effective to Transfer or Pledge such Units or any portion
      thereof.  Subject to any applicable restrictions imposed by the
      Amended and Restated Parent Agreement, nothing in this Agreement shall prevent
      the Transfer or Pledge by the owner thereof of any capital stock, equity
      ownership interests or other security of a Partner or any Affiliate of a
      Partner.

     

    
      
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    10.2  Right
      of First Option.

     

    (a)  Except
      as
      set forth in Section 10.6, without the consent of  both of the
      Designating Partners, no Partner may Transfer less than all of its Units and
      no
      Partner may Transfer its Units for consideration other than cash.  Any
      Limited Partner (or Limited Partners, if there are Affiliated Limited Partners)
      and its (or their) Affiliated Designating Partner desiring to Transfer all
      of
      their Units (together, the “Selling Partners”) shall give written notice
      (the “Initial Notice”) to the Partnership and the other Partners (the
“Offeree Partners”) stating that the Selling Partners desire to Transfer
      their Units and stating the cash purchase price and all other terms on which
      they are willing to sell (the “Offer Terms”).  Delivery of an
      Initial Notice shall constitute the irrevocable offer of the Selling Partners
      to
      sell their Units to the Offeree Partners hereunder.

     

    (b)  The
      Offeree Partners shall have the option, exercisable by delivering written notice
      (the “Acceptance Notice”) of such exercise to the Selling Partners within
      45 days of the date of the Initial Notice, to elect to purchase all of the
      Units
      of the Selling Partners on the Offer Terms described in the Initial
      Notice.  If all of the Offeree Partners deliver an Acceptance Notice,
      then all of the Units shall be transferred to the Offeree Partners on a pro
      rata
      basis (based on the ratio of the number of Units owned by each Offeree Partner
      delivering an Acceptance Notice to the number of Units owned by all Offeree
      Partners delivering an Acceptance Notice or on any other basis that shall be
      mutually agreed upon between the Offeree Partners delivering an Acceptance
      Notice).  If less than all of the Offeree Partners deliver an
      Acceptance Notice, the Selling Partners shall give written notice thereof (the
      “Additional Notice”) to the Offeree Partners electing to purchase, and
      such Offeree Partners shall have the option, exercisable by delivery of an
      Acceptance Notice of such exercise to the Selling Partners within 15 days of
      such Additional Notice, to purchase all of the Units, including the Units it
      had
      not previously elected to purchase; provided, however, that any
      election by an Offeree Partner not to purchase all such Units shall be deemed
      a
      rescission of such Offeree Partner’s original Acceptance Notice and an election
      not to purchase any of the Units of the Selling Partners.  The
      Acceptance Notice shall set a date for closing the purchase, such date to be
      not
      less than 30 nor more than 90 days after delivery of the Acceptance Notice;
      provided that such time period shall be subject to extension as
      reasonably necessary (up to a maximum of an additional 120 days after such
      90
      day period) in order to comply with any applicable filing and waiting period
      requirements under the Hart-Scott-Rodino Antitrust Improvements
      Act.  The closing shall be held at the Partnership’s
      offices.  The purchase price for the Selling Partners’ Units shall be
      paid in cash delivered at the closing.  The purchase shall be
      consummated by appropriate and customary documentation (including the giving
      of
      representations and warranties substantially similar to those set forth in
      Sections 2.1 through 2.3 of the Second Master Transaction
      Agreement).

     

    (c)  If
      none
      of the Offeree Partners elect to purchase the Selling Partners’ Units within 45
      days after the receipt of the Initial Notice, the Selling Partners shall have
      a
      further 180 days during which they may, subject to Sections 10.2(d) and
      (e), consummate the sale of their Units to a third party purchaser at a
      purchase price and on such other terms that are no more favorable to such
      purchaser than the Offer Terms.  If the sale is not completed within
      such further 180-day period, the Initial Notice shall be deemed to have expired
      and a new notice and offer shall be required before the Selling Partners may
      make any Transfer of their Units.

     

    
      
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    (d)  Before
      the Selling Partners may consummate a Transfer of their Units to a third party
      in accordance with this Agreement, the Selling Partners shall demonstrate to
      the
      Offeree Partners that the Person willing to serve as the proposed purchaser’s
      guarantor under the agreement contemplated by Section 10.2(e)(vi) has
      outstanding indebtedness that is rated investment grade by Moody’s Investors
      Service, Inc. and Standard & Poor’s Corporation, or if such Person has no
      rated indebtedness outstanding, such Person shall provide an opinion from a
      nationally recognized investment banking firm that such Person could be
      reasonably expected to obtain such ratings.

     

    (e)  Notwithstanding
      the foregoing provisions of this Section 10.2, a Partner may
      Transfer its Units (other than pursuant to Section 10.6) only if all of
      the following occur:

     

    (i)  The
      Transfer is accomplished in a non-public offering in compliance with, and exempt
      from, the registration and qualification requirements of all federal and state
      securities laws and regulations.

     

    (ii)  The
      Transfer does not cause a default under any material contract to which the
      Partnership is a party or by which the Partnership or any of  its
      properties is bound.

     

    (iii)  The
      transferee executes an appropriate agreement to be bound by this
      Agreement.

     

    (iv)  The
      transferor and/or transferee bears all reasonable costs incurred by the
      Partnership in connection with the Transfer.

     

    (v)  The
      business and activities of the transferee comply with Section
      9.6.

     

    (vi)  The
      guarantor of the transferee satisfies the criteria set forth in
Section 10.2(d) and delivers an agreement to the ultimate parent
      entity of the Offeree Partners and to the Partnership, substantially in the
      form
      of the Amended and Restated Parent Agreement.

     

    (vii)  The
      proposed transferor is not in default in the timely performance of any of its
      material obligations to the Partnership.

     

    (viii)  The
      provisions of Section 10.3 are satisfied.

     

    10.3  Inclusion
      of General or Limited Partner Units.  No
      Limited Partner may Transfer its Units to any Person (other than in accordance
      with Section 10.6) unless the Units of its General Partner Affiliate, if
      any, and its Limited Partner Affiliate or Affiliates (if any) are simultaneously
      transferred to such Person or a Wholly Owned Affiliate of such
      Person.  No General Partner may transfer its Units to any Person
      (other than a Wholly Owned Affiliate of such Partner) unless the Units of its
      Affiliated Limited Partner (or Limited Partners, if more than one) are
      simultaneously transferred to such Person or a Wholly Owned Subsidiary of such
      Person.

     

    
      
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    10.4  Rights
      of Transferee.  Upon
      consummation of a Transfer in accordance with Section 10.2, the
      transferee or transferees shall immediately, and without any further action
      of
      any Person, become (i) a Substitute Limited Partner if and to the extent Limited
      Partner Units are transferred and (ii) a Substitute General Partner, if and
      to
      the extent General Partner Units are transferred.

     

    10.5  Effective
      Date of Transfer.  Each
      Transfer shall become effective as of the first day of the calendar month
      following the calendar month during which the Partnership Governance Committee
      approves such Transfer and receives a copy of the instrument of assignment
      and
      all such certificates and documents of the character described in
Section 10.2, which the Partnership Governance Committee may
      reasonably request.

     

    10.6  Transfer
      to Wholly Owned Affiliate.  Without
      the need for the consent of any Person (subject to the provisions contained
      in
      this Section 10.6):

     

    (a)  any
      Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner
      (other than the Partner that is its Affiliate), provided the transferee executes
      an instrument reasonably satisfactory to all of the other Partners accepting
      the
      terms and provisions of this Agreement (except as may be provided in Section
      9.6).  Upon consummation of a Transfer in accordance with this
Section 10.6(a), the transferee shall immediately, and without any
      further action of any Person, become (i) a Substitute Limited Partner if
      and to the extent Limited Partner Units are transferred and (ii) a Substitute
      General Partner, if and to the extent General Partner Units are transferred;
      and

     

    (b)  any
      Limited Partner may, at its option and at any time, (i) Transfer up to 99%
      of
      its Limited Partner Units to its Affiliated General Partner, if any, whereupon
      such Limited Partner Units shall, without any further action, become General
      Partner Units or (ii) Transfer all of the Limited Partner Units held by such
      Limited Partner to its Affiliated Limited Partner.  Promptly following
      any Transfer of Limited Partner Units in accordance with this
Section 10.6(b), each Partner shall take such actions and execute
      such instruments or documents (including, without limitation, amendments to
      this
      Agreement or supplemental agreements hereto) as may be reasonably necessary
      to
      ensure that each Affiliated Partner Group shall, taken as a whole and following
      such Transfer, maintain all of its rights under this Agreement as in effect
      immediately prior to such Transfer (including, without limitation, the portion
      of Available Net Operating Cash distributable to such Affiliated Partner
      Group).

     

    
      
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    (c)  Notwithstanding
      any of the foregoing provisions of this Section 10.6, provided that such
      Transfer does not cause a termination of the Partnership under Section
      708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited
      Partner Units to any Affiliate of such Limited Partner that already holds solely
      Limited Partner Units, and any General Partner may Transfer all of its General
      Partner Units to any Affiliate of such General Partner that already holds solely
      General Partner Units.

     

    10.7  Invalid
      Transfer.  No
      Transfer of Units which is in violation of this Section 10 shall be
      valid or effective, and the Partnership shall not recognize the same for the
      purposes of making any allocation or distribution.

     

    SECTION
      11

    DEFAULT

     

    11.1  Default.

     

    (a)  Each
      of
      the following events shall constitute a “Default” and create the rights provided
      for in this Section 11 in favor of the Partnership and the Non-Defaulting
      Partners against the Defaulting Partners:

     

    (i)  the
      failure by a Partner to make any contribution to the Partnership as required
      pursuant to this Agreement (other than pursuant to the Contribution Agreement),
      which failure continues for at least five Business Days from the date that
      the
      Partner is notified such contribution is overdue; or

     

    (ii)  the
      withdrawal, retirement, resignation or dissolution of a Partner (other than
      in
      connection with a Transfer of all of a Partner’s Units in accordance with this
      Agreement);  or the Bankruptcy of a Partner or its
      Guarantor.

     

    (b)  The
      day
      upon which the Default commences or occurs (or if the Default is subject to
      a
      cure period and is not timely cured, then the day following the end of the
      applicable cure period) shall be the “Default Date.”  Without
      prejudice to a Partner’s (or any of its Affiliates’) rights to seek temporary or
      preliminary judicial relief, prior to any such Default Date all rights and
      obligations of the Partners under this Agreement shall remain in full force
      and
      effect.

     

    11.2  Remedies
      for Default.  Provided
      that there shall be no duplication of remedies, without prejudice to any right
      to pursue independently and at any time, including simultaneously, any other
      remedy it may have under law, including the right to seek to recover Damages,
      or
      equity, the Non-Defaulting Affiliated Partner Group in its sole discretion
      may
      elect to pursue the following remedies:

     

    (a)  At
      any
      time prior to the expiration of 60 days from the Default Date, the
      Non-Defaulting Affiliated Partner Group may elect to purchase all, but not
      less
      than all, of  the Units of the Defaulting Partners as described in
Section 11.3; provided, however, that within 10 days
      after the determination of the Fair Market Value, the Non-Defaulting Affiliated
      Partner Group may elect not to proceed with a purchase of the Units of the
      Defaulting Partners, in which case the Non-Defaulting Affiliated Partner Group
      shall have an additional 30 days from their determination not to proceed to
      elect an alternative remedy under Section 11.2(b) below; and

     

    
      
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    (b)  At
      any
      time prior to the expiration of 60 days from the Default Date (or if the
      Non-Defaulting Affiliated Partner Group initially elected to pursue its remedy
      under Section 11.2(a) above, then at any time prior to the 30-day
      extension period), the Non-Defaulting Affiliated Partner Group may elect
      to effect a liquidation of the Partnership under Section 11.4 and
      thereby cause the Partnership to dissolve under
Section 12.1(iv).

     

    11.3  Purchase
      of Defaulting Partners’ Units.

     

    (a)  Upon
      any
      election pursuant to Section 11.2(a), the purchase price that the
      Non-Defaulting Partners shall pay, in the aggregate, to the Defaulting Partners
      for their Units shall be an amount equal to (i) the amount that the Defaulting
      Partners would receive in a liquidation (assuming that any sale under
Section 12.2 were for an amount equal to the Fair Market Value,
      without giving effect to any Damages) reduced by (ii) the unrecovered Damages
      attributable to the Default by the Defaulting Partners.

     

    (b)  If
      the
      Non-Defaulting Partners have a right to purchase the Units of the Defaulting
      Partners, they may first seek a determination of Fair Market Value by delivering
      notice in writing to the Defaulting Partners. The Non-Defaulting Affiliated
      Partner Group shall have 10 days from the final determination of Fair Market
      Value to elect to purchase the Defaulting Partner Units by delivering notice
      of
      such election in writing, and the purchase shall be consummated prior to the
      expiration of 60 days from the date such notice is delivered; provided
      that, such time period shall be subject to extension as reasonably
      necessary (up to a maximum of an additional 120 days after such 60 day period)
      in order to comply with any applicable filing and waiting period requirements
      under the Hart-Scott-Rodino Antitrust Improvements Act.

     

    (c)  The
      purchase price so determined shall be payable in cash at a closing held at
      the
      Partnership’s offices.  The purchase shall be consummated by
      appropriate and customary documentation (including the giving of representations
      and warranties substantially similar to those set forth in Sections 2.1
      through 2.4 of the Second Master Transaction Agreement) as soon as
      practicable and in any event within the applicable time period specified in
      subsection (b).

     

    (d)  The
      Non-Defaulting Partners may assign, in whole or in part, their right to purchase
      the Units of the Defaulting Partners to one or more third parties without the
      consent of any Partner hereunder.

     

    (e)  If
      Units
      are transferred in accordance with this Section 11.3, whether to the
      Non-Defaulting Partners or a third party (under subsection (d) above),
      upon the consummation of such  Transfer, each such transferee shall
      immediately, and without any further action on the part of any Person, become
      (i) a Substitute Limited Partner if and to the extent that Limited Partner
      Units
      were transferred to such Person and (ii) a Substitute General Partner if and
      to
      the extent that General Partner Units were transferred to such
      Person.

     

    11.4  Liquidation.  Upon
      any election pursuant to Section 11.2(b), the Non-Defaulting
      Partners shall have the right to elect to dissolve and liquidate the Partnership
      pursuant to the procedures in Section 12.1(iv) (such procedures
      constituting a “Liquidation”); provided, however, that any
      amount payable to the Defaulting Partners in such Liquidation pursuant to
Section 12.2 shall be reduced by, without duplication, any
      unrecovered Damages incurred by the Non-Defaulting Partners and the
      Non-Defaulting Partners’ Percentage Interest of any unrecovered Damages incurred
      by the Partnership in connection with the Default.  The Non-Defaulting
      Partners shall deliver notice of such election to dissolve and liquidate in
      writing to the Partnership and the other Partners.

     

    
      
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    11.5  Certain
      Consequences of Default.  Notwithstanding
      any other provision of this Agreement, commencing on the Default Date and (i)
      prior to the Non-Defaulting Partners’ collection of Damages through the exercise
      of its legal remedies or otherwise, or (ii) while the Non-Defaulting Partners
      are pursuing their remedies under Section 11.2(a) or (b), the
      Representatives of the Defaulting Designating Partner shall not have any voting
      or decisional rights with respect to matters requiring Partnership Governance
      Committee Action, and such matters shall be determined solely by the
      Representatives of the Non-Defaulting Designating Partner; provided,
however, that the foregoing loss of voting and decisional rights shall
      not occur as a result of a Default caused solely by the Bankruptcy
      of  a Partner or a Guarantor described in
Section 11.1(a)(ii); and provided further, that in the case
      of a Default under Section 11.1(a)(i) or(ii), the foregoing
      loss of voting and decisional rights shall not apply to those voting and
      decisional rights contained in Sections 6.7(i), (x), (xvi) or (xviii) of
      this Agreement, which rights shall continue in full force and effect at all
      times.

     

    SECTION
      12

    DISSOLUTION,
      LIQUIDATION AND TERMINATION

     

    12.1  Dissolution
      and Termination.  As
      long as there is at least one other General Partner (who is hereby authorized
      in
      such event to conduct the business of the Partnership without dissolution),
      the
      withdrawal, retirement, resignation, dissolution or Bankruptcy of a General
      Partner shall not dissolve the Partnership.  In addition, if there is
      no other General Partner at the time such event occurs, such event shall not
      dissolve the Partnership unless and until (x) 90 days have elapsed since
      such event and (y) Lyondell LP4 has failed to exercise its right under
      Section 6.11 to become a General Partner; if Lyondell LP4 so exercises such
      right, it is hereby authorized to conduct the business of the Partnership
      without dissolution.  Whether or not the Partnership is dissolved as a
      result of the occurrence of any such event, such event shall be a Default
      covered by Section 11.  The Partnership shall be dissolved
      upon the happening of any one of the following events:

     

    (i)  the
      written determination of both Designating Partners to dissolve the
      Partnership;

     

    (ii)  the
      entry
      of a judicial decree of dissolution;

     

    (iii)  any
      other
      act or event which results in the dissolution of a limited partnership under
      the
      Act (except as provided in the first sentence of this Section
      12.1);

     

    (iv)  the
      election of a Non-Defaulting Affiliated Partner Group to effect a dissolution
      of
      the Partnership under Section 11.4; or

     

    
      
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    (v)  after
      the
      delivery of a Deadlock Notice by a Designating Partner pursuant to
Section 8.5, the written determination by either Designating Partner
      to dissolve the Partnership.

     

    12.2  Procedures
      Upon Dissolution.

     

    (a)  General.  If
      the Partnership dissolves, it shall commence winding up pursuant to the
      appropriate provisions of the Act and the procedures set forth in this
Section 12.  Notwithstanding the dissolution of the
      Partnership, prior to the termination of the Partnership, the business of the
      Partnership and the affairs of the Partners, as such, shall continue to be
      governed by this Agreement.

     

    (b)  Control
      of Winding Up.  The winding up of the Partnership shall be
      conducted under the direction of the Partnership Governance Committee;
provided, however, that if the dissolution is caused by entry of a
      decree of judicial dissolution, the winding up shall be carried out in
      accordance with such decree.

     

    (c)  Manner
      of Winding Up.  Unless the provisions of Section 12.2(e)
      apply, the Partnership shall attempt to sell all property and apply the proceeds
      therefrom in accordance with this Section 12.2(c) and Section
      12.2(d) below.  Upon dissolution of the Partnership, the
      Partnership Governance Committee shall determine the time, manner and terms
      of
      any sale or sales of Partnership property pursuant to such winding up,
      consistent with its duties and having due regard to the activity and condition
      of the relevant market and general financial and economic
      conditions.  Except as otherwise agreed by the Partners, no
      distributions will be made in kind to any Partner without the consent of each
      Partner.

     

    (d)  Application
      of Assets.  In the case of a dissolution and winding-up of the
      Partnership, the Partnership’s assets shall be applied as follows:

     

    (i)  First,
      to
      satisfaction of the liabilities of the Partnership owing to creditors (including
      Partners and Affiliates of Partners who are creditors), whether by payment
      or
      reasonable provision for payment.  Any reserves created to make any
      such provision for payment may be paid over by the Partnership to an independent
      escrow holder or trustee, to be held in escrow or trust for the purpose of
      paying any such contingent, conditional or unmatured liabilities or obligations,
      and, at the expiration of such period as the Partnership Governance Committee
      may deem advisable, such reserves shall be distributed to the Partners or their
      assigns in the manner set forth in subsection (d)(ii) below.

     

    (ii)  Second,
      after all allocations of Profits or Losses and other items pursuant to
Section 4, to the Partners in accordance with the balances in their
      Capital Accounts.  Any Partner that then has a deficit in its Capital
      Account shall contribute cash in the amount necessary to
      eliminate  such deficit.  Such contributions shall be made
      within 90 days after the date in which all undistributed assets of the
      Partnership have been converted to cash.

     

    (iii)  Notwithstanding
      the foregoing, if any Partner shall be indebted to the Partnership, then until
      payment in full of the principal of and accrued but unpaid interest on such
      indebtedness, regardless of the stated maturity or maturities thereof, the
      Partnership shall retain such Partner’s distributive share of Partnership
      property and apply such sums to the liquidation of such indebtedness and the
      cost of operation of such Partnership property during the period of such
      liquidation.

     

    
      
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    (e)  Division
      of Assets upon Deadlock.  If dissolution occurs pursuant to
Section 12.1(v), then the provisions of this Section 12.2(e)
      shall, if elected by any Partner, apply in lieu of the provisions of Section
      12.2(c), but subject to the provisions of Section
      12.2(d)(ii).  In such event, the Partnership properties shall be
      divided and distributed in kind to the Partners in accordance with the
      provisions of Appendix E.

     

    12.3  Termination
      of the Partnership.  Upon
      the completion of the liquidation of the Partnership and the distribution of
      all
      Partnership assets, the Partnership’s affairs shall terminate and the
      Partnership shall cause to be executed and filed a Certificate of Cancellation
      of the Partnership’s Certificate of Limited Partnership pursuant to the Act, as
      well as any and all other documents required to effectuate the termination
      of
      the Partnership.

     

    12.4  Asset
      and Liability Statement.  Within
      a reasonable time following the completion of the winding-up and liquidation
      of
      the Partnership’s business, the Partnership Governance Committee shall supply to
      each of the Partners a statement (which may be unaudited) which shall set forth
      the assets and the liabilities of the Partnership as of the date of complete
      liquidation, and each Partner’s pro rata portion of distributions pursuant to
Section 12.2.

     

    SECTION
      13

    MISCELLANEOUS

     

    13.1  Confidentiality
      and Use of Information.

     

    (a)  Except
      as
      provided in subsection (c) or (d), each Partner shall, and shall cause
      each of its Affiliates and its and their respective partners, shareholders,
      directors, officers, employees and agents (collectively, “Related
      Persons”) to,  keep secret, retain in strictest confidence, and
      not distribute, disseminate or disclose any and all Confidential Information
      except to (i) the Partnership and its officers and employees, (ii) any lender
      to
      the Partnership or (iii) any Partner or any of their respective Affiliates
      or
      other Related Persons on a “need to know” basis in connection with the
      transactions leading up to and contemplated by this Agreement and the operation
      of the Partnership, and such Partner disclosing Confidential Information
      pursuant to this Section 13.1(a) shall use, and shall cause its
      Affiliates and other Related Persons to use, such Confidential Information
      only
      for the benefit of the Partnership in conducting the Partnership’s business or
      for any other specific purposes for which it was disclosed to such party;
provided that the disclosure of financial statements of, or other
      information relating to the Partnership shall not be deemed to be the disclosure
      of Confidential Information (x) to the extent that any Partner (or its ultimate
      parent entity) deems it necessary to disclose such information in connection
      with a proposed strategic transaction, (y) to the extent that any Partner (or
      its ultimate parent entity) deems it necessary, appropriate or customary
      pursuant to law, regulation or stock exchange rule (in the reasonable good
      faith
      judgment of such parent entity) to disclose such information in or in connection
      with (i) filings with the SEC or a stock exchange, (ii) press releases
      disseminated to the financial community, (iii) presentations to lenders, (iv)
      discussions with underwriters for the Partnership’s public debt offerings, (v)
      presentations to ratings agencies or (vi) information disclosed to similar
      audiences or (z) to the extent that in order to sustain a position taken for
      tax
      purposes, any Partner (or former partner in the Partnership if such disclosure
      is with respect to periods in which such Person was a partner in the
      Partnership) deems it necessary and appropriate to disclose such financial
      statements or other information.  All Confidential Information
      disclosed in connection with the Partnership or pursuant to this Agreement
      shall
      remain the property of the Person whose property it was prior to such disclosure
      unless such property has been transferred to the Partnership pursuant to a
      Contribution Agreement.

     

    
      
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    (b)  No
      Confidential Information regarding the plans or operations of any Partner or
      any
      Affiliate thereof received or acquired by or disclosed to any unaffiliated
      Partner or Affiliate thereof in the course of the conduct of Partnership
      business, or otherwise as a result of the existence of the Partnership, may
      be
      used by such unaffiliated Partner or Affiliate thereof for any purpose other
      than for the benefit of the Partnership in conducting the Partnership
      Business.  The Partnership and each Partner shall have the affirmative
      obligation to take all necessary steps to prevent the disclosure to any Partner
      or Affiliate thereof of information regarding the plans or operations of such
      Partner and its Affiliates in markets and areas unrelated to the business of
      the
      Partnership in which any other Partner and their respective Affiliates
      compete.

     

    (c)  In
      the
      event that any Partner is legally required (by interrogatories, discovery
      requests for information or documents, subpoena, civil investigative demand
      or
      similar process) to disclose any Confidential Information, it is agreed that
      such Partner prior to disclosure will provide the Partnership Governance
      Committee (and, if such Confidential Information concerns another Partner,
      such
      Partner) with prompt notice of such request(s) so that the Partnership
      Governance Committee (or such other Partner) may seek an appropriate protective
      order or other appropriate remedy and/or waive the Partner’s compliance with the
      provisions of this Section.  In the event that such protective order
      or other remedy is not obtained, or that the Partnership Governance Committee
      (and, if such Confidential Information concerns another Partner, such Partner)
      grants a waiver hereunder, the Partner required to furnish Confidential
      Information may furnish that portion (and only that portion) of the Confidential
      Information which, in the opinion of such Partner’s counsel, such Partner is
      legally compelled to disclose, and such Partner will exercise its commercially
      reasonable best efforts to obtain reliable assurance that confidential treatment
      will be accorded any Confidential Information so furnished.

     

    (d)  Any
      Partner may disclose Confidential Information to a third party who requires
      such
      Confidential Information for the purpose of evaluating a possible purchase
      of
      such Partner’s Units in accordance with Section 10; provided,
however, that such third party shall be informed by such Partner
      of the
      confidential nature of the information and the existence of this
Section 13.1 and prior to any disclosure shall execute a written
      confidentiality agreement with such Partner substantially identical in scope
      to
      this Section and providing that such confidentiality agreement is also made
      for
      the benefit of the Partnership and each of the other Partners.

     

    (e)  The
      Partners and their Affiliates shall consult with each other on an ongoing basis
      with respect to disclosures regarding the Partnership and its business and
      affairs permitted under Section 13.1(a)(y).

     

    
      
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    13.2  Indemnification.

     

    (a)  Indemnification
      by Partnership.  The Partnership agrees, to the fullest extent
      permitted by applicable law, to indemnify, defend and hold harmless each
      Partner, its Affiliates and their respective officers, directors and employees
      from, against and in respect of any Liability which such Indemnified Person
      may
      sustain, incur or assume as a result of, or relative to, a Third Party Claim
      arising out of or in connection with the business, property or affairs of the
      Partnership, except to the extent that it is Finally Determined that such Third
      Party Claim arose out of or was related to actions or omissions of the
      indemnified Partner, its Affiliates or any of their respective officers,
      directors or employees (acting in their capacities as such) constituting a
      breach of this Agreement or any Related Agreement.  The Partnership
      shall periodically reimburse or advance to any Person entitled to indemnity
      under this subsection (a) its legal and other expenses incurred in
      connection with defending any claim with respect to such Liability if such
      Person shall agree to reimburse promptly the Partnership for such amounts if
      it
      is finally determined that such Person was not entitled to indemnity
      hereunder.  Nothing in this Section 13.2(a) is intended to, nor
      shall it, affect or take precedence over the indemnity provisions contained
      in
      any Related Agreement.

     

    (b)  Partner’s
      Right of Contribution.  Each Partner hereby agrees, to the fullest
      extent permitted by law, to indemnify, defend and hold harmless the other
      Partners, their Affiliates and their respective officers, directors and
      employees from and against the indemnifying Partner’s Percentage Interest
      (calculated at the time any such Liability was incurred) of any Liability that
      such Indemnified Person may sustain, incur or assume as a result of or relating
      to any Third Party Claim arising out of or in connection with the business,
      property or affairs of the Partnership; provided, however, that
      such indemnified Partner, its Affiliates and their respective officers,
      directors and employees shall not be entitled to indemnity under this
subsection (b) to the extent that it is Finally Determined that such
      Third Party Claim arose out of or was related to actions or omissions of the
      indemnified Partner, its Affiliates or any of their respective officers,
      directors or employees (acting in their capacities as such) constituting a
      breach of this Agreement or any Related Agreement; provided,
further, that such indemnified Partner, its Affiliates and their
      respective officers, directors and employees shall not be entitled to indemnity
      under this subsection (b) unless (x) the indemnified Partner shall first
      make a written demand for indemnification from the Partnership in accordance
      with subsection (a) above and subsection (c) below and the
      Partnership shall fail to satisfy such demand in a manner reasonably
      satisfactory to the indemnified Partner within 60 days of such notice or (y)
      the
      Partnership is insolvent or otherwise unable to satisfy its
      obligations.  The indemnifying Partner shall periodically reimburse
      any Person entitled to indemnity under this subsection (b) for its legal
      and other expenses incurred in connection with defending any claim with respect
      to such Liability if such Person shall agree to reimburse promptly the
      indemnifying Partner for such amounts if it is Finally Determined that such
      Person was not entitled to indemnity hereunder.

     

    (c)  Procedures.  Promptly
      after receipt by a Person entitled to indemnification under subsection (a) or
      (b) (an “Indemnified Party”) of notice of any pending or threatened
      claim against it (a “Claim”), such Indemnified Party shall give prompt
      written notice (including copies of all papers served with respect to such
      claim) to the party to whom the Indemnified Party is entitled to look for
      indemnification (the “Indemnifying Party”) of the commencement thereof,
      which notice shall describe in reasonable detail the nature of the Third Party
      Claim, an estimate of the amount of damages attributable to the Third Party
      Claim to the extent feasible and the basis of the Indemnified Party’s request
      for indemnification under this Agreement; provided that the failure to so
      notify the Indemnifying Party shall not relieve the Indemnifying Party of any
      liability that it may have to any Indemnified Party except to the extent the
      Indemnifying Party demonstrates that it is prejudiced thereby.  In
      case any Claim that is subject to indemnification under subsection (a)
      shall be brought against an Indemnified Party and it shall give notice to the
      Indemnifying Party of the commencement thereof, the Indemnifying Party may,
      and
      at the request of the Indemnified Party shall, participate in and control the
      defense of the Third Party Claim with counsel of its choice reasonably
      satisfactory to the Indemnified Party.  The Indemnified Party shall
      have the right to employ separate counsel in any such action and to participate
      in the defense thereof, but the fees and expenses of such counsel shall be
      at
      the expense of the Indemnified Party unless (i) the employment thereof has
      been specifically authorized in writing by the Indemnifying Party, (ii) the
      Indemnifying Party failed to assume the defense and employ counsel or failed
      to
      diligently prosecute or settle the Third Party Claim or (iii) there shall
      exist or develop a conflict that would ethically prohibit counsel to the
      Indemnifying Party from representing the Indemnified Party.  If
      requested by the Indemnifying Party, the Indemnified Party agrees to cooperate
      with the Indemnifying Party and its counsel in contesting any Third Party Claim
      that the Indemnifying Party elects to contest, including, without limitation,
      by
      making any counterclaim against the Person asserting the Third Party Claim
      or
      any cross-complaint against any Person, in each case only if and to the extent
      that any such counterclaim or cross-complaint arises from the same actions
      or
      facts giving rise to the Third Party Claim.  The Indemnifying Party
      shall be the sole judge of the acceptability of any compromise or settlement
      of
      any claim, litigation or proceeding in respect of which indemnity may be sought
      hereunder, provided that the Indemnifying Party will give the Indemnified
      Party reasonable prior written notice of any such proposed settlement or
      compromise and will not consent to the entry of any judgment or enter into
      any
      settlement with respect to any Third Party Claim without the prior written
      consent of the Indemnified Party, which shall not be unreasonably
      withheld.  The Indemnifying Party (if the Indemnified Party is
      entitled to indemnification hereunder) shall reimburse the Indemnified Party
      for
      its reasonable out of pocket costs incurred with respect to such
      cooperation.

     

    
      
        44

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      the
      Indemnifying Party fails to assume the defense of a Third Party Claim within
      a
      reasonable period after receipt of written notice pursuant to the first sentence
      of this subparagraph (c), or if the Indemnifying Party assumes the defense
      of the Indemnified Party pursuant to this subparagraph (c) but fails diligently
      to prosecute or settle the Third Party Claim, then the Indemnified Party shall
      have the right to defend, at the sole cost and expense of the Indemnifying
      Party
      (if the Indemnified Party is entitled to indemnification hereunder), the Third
      Party Claim by all appropriate proceedings, which proceedings shall be promptly
      and vigorously prosecuted by the Indemnified Party to a final conclusion or
      settled.  The Indemnified Party shall have full control of such
      defense and proceedings; provided that the Indemnified Party shall not
      settle such Third Party Claim without the written consent of the Indemnifying
      Party, which consent shall not be unreasonably withheld.  The
      Indemnifying Party may participate in, but not control, any defense or
      settlement controlled by the Indemnified Party pursuant to this Section, and
      the
      Indemnifying Party shall bear its own costs and expenses with respect to such
      participation.

     

    
      
        45

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      the other provisions of this Section 13.2, if the Indemnifying Party
      disputes its potential liability to the Indemnified Party under this Section
      13.2 and if such dispute is resolved in favor of the Indemnifying Party, the
      Indemnifying Party shall not be required to bear the costs and expenses of
      the
      Indemnified Party’s defense pursuant to this Section 13.2 or of the
      Indemnifying Party’s participation therein at the Indemnified Party’s request,
      and the Indemnified Party shall reimburse the Indemnifying Party in full for
      all
      costs and expenses of the litigation concerning such dispute.  If a
      dispute over potential liability is resolved in favor of the Indemnified Party,
      the Indemnifying Party shall reimburse the Indemnified Party in full for all
      costs of the litigation concerning such dispute.

     

    After
      it
      has been determined, by acknowledgment, agreement, or ruling of court of Legal
      Requirements, that an Indemnifying Party is liable to the Indemnified Party
      under this Section 13.2(c), the Indemnifying Party shall pay or
      cause to be paid to the Indemnified Party the amount of the
      Liability  within ten business days of receipt by the Indemnifying
      Party of a notice reasonably itemizing the amount of the Liability but only
      to
      the extent actually paid or suffered by the Indemnified Party.

     

    (d)  Survival.  The
      indemnities contained in this Section shall survive the termination and
      liquidation of the Partnership.

     

    (e)  Subrogation.  In
      the event of any payment by or on behalf of an Indemnifying Party to an
      Indemnified Party in connection with any Liability, the Indemnifying Party
      (or
      any guarantor who made such payment) shall be subrogated to and shall stand
      in
      the place of the Indemnified Party as to any events or circumstances in respect
      of which the Indemnified Party may have any right or claim against any third
      party (not including the Partnership) relating to such event or
      indemnification.  The Indemnified Party shall cooperate with the
      Indemnifying Party (or such guarantor) in any reasonable manner in prosecuting
      any subrogated claim.

     

    (f)  Nothing
      in this Agreement shall be deemed to limit the Partnership’s power to indemnify
      its officers, employees, agents or any other person, to the fullest extent
      permitted by law.

     

    13.3  Third
      Party Claim Reimbursement.

     

    (a)  In
      the
      case of a Liability relating to a Third Party Claim and caused by the Fault
      of a
      General Partner, its Affiliates or any of their respective officers, directors
      or employees (acting in their capacities as such) against whom reimbursement
      is
      being sought, such General Partner hereby agrees to reimburse the Partnership
      for such Liability to the extent that:

     

    (i)  the
      Liability relates to a Third Party Claim that has been finally resolved and
      that
      the Partnership has actually paid (an “Expense”);

     

    (ii)  the
      Expense is not covered by insurance carried by the Partnership (excluding any
      amounts relating to insured claims to the extent that they fall within
      deductibles or self-insured retentions or are above applicable coverage limits);
      and

     

    (iii)  the
      Expense is not offset by third party indemnification or otherwise;

     

    provided,
      however, that such General Partner shall reimburse the Partnership for
      the Expense only to the extent and in proportion to its Fault.

     

    
      
        46

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Any
      claim
      by the Partnership for reimbursement under this Section may be initiated upon
      written notice from a Nonconflicted Designating Partner to the General Partner
      to whom the Partnership is entitled to look for indemnification, and the
      Designating Partners shall have a period of 60 days during which to reach
      unanimous agreement as to the terms on which any reimbursement shall be
      made.  If the Designating Partners are unable to agree or there are
      any disputes over Fault and reimbursement under this Section, such matters
      shall
      be resolved pursuant to the Dispute Procedures.

     

    13.4  Dispute
      Resolution.  Except
      as otherwise provided for herein, all controversies or disputes arising under
      this Agreement shall be resolved pursuant to the provisions set forth on
Appendix D (the “Dispute Procedures”).

     

    13.5  EXTENT
      OF LIMITATION OF LIABILITY, INDEMNIFICATION, ETC.  TO
      THE FULLEST EXTENT PERMITTED BY LAW AND WITHOUT LIMITING OR ENLARGING THE SCOPE
      OF THE LIMITATION OF LIABILITY, INDEMNIFICATION, RELEASE AND ASSUMPTION
      OBLIGATIONS SET FORTH HEREIN, A PARTY SHALL BE ENTITLED TO INDEMNIFICATION
      OR
      RELEASE HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER
      THE
      LOSS GIVING RISE TO ANY SUCH INDEMNIFICATION OR RELEASE IS THE RESULT OF THE
      SOLE, GROSS, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT
      LIABILITY OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR BY ANY SUCH
      PARTY.  THE PARTIES AGREE THAT THIS STATEMENT CONSTITUTES A
      CONSPICUOUS LEGEND.

     

    13.6  Further
      Assurances.  From
      time to time, each Partner agrees to execute and deliver such additional
      documents, and will provide such additional information and assistance, as
      the
      Partnership may reasonably require to carry out the terms of this Agreement
      and
      to accomplish the Partnership’s business.

     

    13.7  Successors
      and Assigns.  Except
      as may be expressly provided herein, this Agreement shall be binding upon and
      inure to the benefit of the successors of the Partners, but no Partner may
      assign or delegate any of its rights or obligations under this
      Agreement.  Except as expressly provided herein, any purported
      assignment or delegation shall be void and ineffective.

     

    13.8  Benefits
      of Agreement Restricted to the Parties.  This
      Agreement is made solely for the benefit of the Partnership and the Partners,
      and no other Person, including any officer or employee of the Partnership or
      any
      Partner, shall have any right, claim or cause of action under or by virtue
      of
      this Agreement.

     

    13.9  Notices.  All
      notices, requests and other communications that are required or may be given
      under this Agreement shall, unless otherwise provided for elsewhere in this
      Agreement, be in writing and shall be deemed to have been duly given if and
      when
      (i) transmitted by facsimile with proof of confirmation from the
      transmitting machine or (ii) delivered by commercial courier or other hand
      delivery, as follows:

     

    
      
        47

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              Lyondell
                Chemical Company

              1221
                McKinney Street, Suite 700

              Houston,
                Texas 77010

              Attention:  General
                Counsel

              Facsimile
                Number: (713) 309-4718

            	
               

              Millennium
                Chemicals Inc.

              Two
                Greenville Crossing

              4001
                Kennett Pike, Suite 238

              Greenville,
                Delaware  19807

              Attention:  General
                Counsel

              Facsimile
                Number: (713) 309-4718

            
	 	 
	
               

              Equistar
                Chemicals, LP

              1221
                McKinney Street, Suite 700

              Houston,
                Texas  77010

              Attention:  General
                Counsel

              Facsimile
                Number:  (713) 309-4718

               

            	 
	
               

              All
                notices, requests and other communications that are required or may
                be
                given under Section 14 of this Agreement to OCC shall, unless otherwise
                provided for elsewhere in this Agreement, be in writing and shall
                be
                deemed to have been duly given if and when (i) transmitted by
                facsimile with proof of confirmation from the transmitting machine
                or (ii)
                delivered by commercial courier or other hand delivery, as
                follows:

            
	 	 
	
              Occidental
                Chemical Corporation

              5005
                LBJ Freeway

              Dallas,
                Texas  75244

              Attention:
                General Counsel

              Facsimile
                Number: (972) 404-4155

            	 
	 	 
	
              With
                a copy to:

              Occidental
                Petroleum Corporation

              10889
                Wilshire Boulevard

              Los
                Angeles, California 90024

              Attention:  General
                Counsel

              Facsimile
                Number:  (310) 443-6333

               

            	 


    

    13.10  [Reserved]

     

    13.11  Severability.  In
      the event that any provisions of this Agreement shall be Finally Determined
      to
      be unenforceable, such provision shall, so long as the economic and legal
      substance of the transactions contemplated hereby is not affected in any
      materially adverse manner as to any Partner, be deemed severed from this
      Agreement and every other provision of this Agreement shall remain in full
      force
      and effect.

     

    13.12  Construction.  In
      construing this Agreement, the following principles shall be
      followed:  (i) no consideration shall be given to the captions of the
      articles, sections, subsections or clauses, which are inserted for convenience
      in locating the provisions of this Agreement and not as an aid in construction;
      (ii) no consideration shall be given to the fact or presumption that any Partner
      had a greater or lesser hand in drafting this Agreement; (iii) examples shall
      not be construed to limit, expressly or by implication, the matter they
      illustrate; (iv) the word “includes” and its syntactic variants mean “includes,
      but is not limited to” and corresponding syntactic variant expressions; (v) the
      plural shall be deemed to include the singular, and vice versa; (vi) each gender
      shall be deemed to include the other gender; and (vii) each appendix, exhibit,
      attachment and schedule to this Agreement is a part of this
      Agreement.

     

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

     

    13.14  Waiver
      of Right to Partition.  Except
      as provided in Section 12.2(e), each Person who now or hereafter is a
      party hereto or who has any right herein or hereunder irrevocably waives during
      the term of the Partnership any right to maintain any action for partition
      with
      respect to Partnership property.

     

    13.15  Governing
      Law.  The
      laws of the State of Delaware shall govern the construction, interpretation
      and
      effect of this Agreement without giving effect to any conflicts of law
      principles.

     

    13.16  Jurisdiction;
      Consent to Service of Process; Waiver.  ANY
      JUDICIAL PROCEEDING BROUGHT AGAINST ANY PARTY TO THIS AGREEMENT OR ANY DISPUTE
      UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER
      RELATED HERETO SHALL BE BROUGHT IN THE FEDERAL OR STATE COURTS OF THE STATE
      OF
      DELAWARE, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
      TO THIS AGREEMENT ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND
      IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT (AS FINALLY ADJUDICATED) RENDERED
      THEREBY IN CONNECTION WITH THIS AGREEMENT.  EACH OF THE PARTIES TO
      THIS AGREEMENT SHALL APPOINT THE CORPORATION TRUST COMPANY, THE PRENTICE-HALL
      CORPORATION SYSTEM, INC. OR A SIMILAR ENTITY (THE “AGENT”) AS AGENT TO
      RECEIVE ON ITS BEHALF SERVICE OF PROCESS IN ANY PROCEEDING IN ANY SUCH COURT
      IN
      THE STATE OF DELAWARE.  THE FOREGOING CONSENTS TO JURISDICTION AND
      APPOINTMENTS OF AGENT TO RECEIVE SERVICE OF PROCESS SHALL NOT CONSTITUTE GENERAL
      CONSENTS TO SERVICE OF PROCESS IN THE STATE OF DELAWARE FOR ANY PURPOSE EXCEPT
      AS PROVIDED ABOVE AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER
      THAN THE PARTIES HERETO.

     

    13.17  Expenses.  Except
      as otherwise provided herein or in the Second Master Transaction Agreement,
      each
      party hereto shall be responsible for its own expenses incurred in connection
      with this Agreement.

     

    13.18  Waiver
      of Jury Trial.  EACH
      PARTY HEREBY KNOWINGLY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES
      TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
      AND
      FOR ANY COUNTERCLAIM THEREIN.

     

    
      
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    13.19  Payment
      Terms and Interest Calculations.

     

    (a)  If
      the
      payment due date for any payment hereunder (including capital contributions
      and
      Damages) falls on a Saturday or a bank or federal holiday, other than a Monday,
      the payment shall be due on the past preceding business day.  If the
      payment due date falls on a Sunday or Monday bank or federal holiday, the
      payment shall be due on the following business day.

     

    (b)  Interest
      shall accrue on any unpaid and outstanding amount from the time such amount
      is
      due and payable through the date upon which such amount, together with accrued
      interest thereon, is paid in full.  Interest shall, subject to the
      provisions of Section 13.20, accrue at a per annum rate equal to the
      lesser of (i) the Agreed Rate plus 2%, compounded quarterly, to the extent
      permitted by law or (ii) the Highest Lawful Rate.

     

    (c)  A
      wire
      transfer or delivery of a check shall not operate to discharge any payment
      under
      this Agreement and shall be accepted subject to collection.

     

    13.20  Usury
      Savings Clause.  Notwithstanding
      any other provision of this Agreement, it is the intention of the parties hereto
      to conform strictly to Applicable Usury Laws, in each case to the extent they
      are applicable to this Agreement.  Accordingly, if any payment made
      pursuant to this Agreement results in any Person having paid any interest in
      excess of the Maximum Amount, or if any transaction contemplated hereby would
      otherwise be usurious under any Applicable Usury Laws, then, in that event,
      it
      is agreed as follows:  (i) the provisions of this Section 13.20
      shall govern and control; (ii) the aggregate of all interest under Applicable
      Usury Laws that is contracted for, charged or received under this Agreement
      shall under no circumstances exceed the Maximum Amount, and any excess shall
      be
      promptly refunded to the payor by the recipient hereof; (iii) no Person shall
      be
      obligated to pay the amount of such interest to the extent that it is in excess
      of the Maximum Amount; and (iv) the effective rate of any interest payable
      under
      this Agreement shall be ipsofacto reduced to the Highest Lawful
      Rate, as hereinafter defined, and the provisions of this Agreement immediately
      shall be deemed reformed, without the necessity of the execution of any new
      document or instrument, so as to comply with all Applicable Usury
      Laws.  All sums paid, or agreed to be paid, to any person pursuant to
      this Agreement for the use, forbearance or detention of any indebtedness arising
      hereunder shall, to the fullest extent permitted by the Applicable Usury Laws,
      be amortized, pro rated, allocated and spread throughout the full term of any
      such indebtedness so that the actual rate of interest does not exceed the
      Highest Lawful Rate in effect at any particular time during the full term
      thereof.

     

    13.21  Other
      Waivers.  EACH
      PARTY HEREBY WAIVES ANY OBJECTION IT MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM NON-CONVENIENS.

     

    13.22  Special
      Joinder by OCC.  OCC
      is a party to this Agreement for the sole purpose of evidencing its agreement
      to
      be bound by the provisions set forth in Section 13.9 (Notices) and
Section 14 (Lake Charles Facility).  OCC is not a partner of
      the Partnership and shall not have any rights or obligations under this
      Agreement other than rights and obligations that will apply if Lyondell
      (Pelican) LP1 and OCC make the election described in Section
      14.1.

     

    
      
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    13.23  Amendment.  All
      waivers, modifications, amendments or alterations of this Agreement shall
      require the written approval of each of the General Partners and each of the
      Limited Partners.

     

    13.24  Certain
      Provisions of Prior Agreement Unaffected.  Sections
      13.22 and 14  of this Agreement, as amended and restated as of the
      date hereof, are identical to Sections 13.22 and 14 of the Amended and Restated
      Partnership Agreement of the Partnership dated as of November 6, 2002 (the
      “November 2002 Agreement”), and  this Agreement does not make any
      change to the rights and obligations of OCC under the November 2002 Agreement.
      The November 2002 Agreement (including the definitions therein of applicable
      defined terms) shall continue in full force and effect, unaffected hereby,
      for
      purposes of Sections 13.24 and 14 thereof.

     

    SECTION
      14

    LAKE
      CHARLES FACILITY

     

    14.1  Lease
      Not in Force and Effect.  At
      any such time as the Lease is terminated, expires or is otherwise not in force
      and effect (other than a No Rebuilding Termination), the following shall
      occur:

     

    (a)  The
      number of Units held by Lyondell (Pelican) LP1 shall be reduced from 6,623
      Units
      to 2,541 Units.

     

    (b)  If
      and to
      the extent Lyondell (Pelican) LP1 and OCC both so elect in writing, OCC and
      the
      Partnership shall form a general partnership (the “LC Partnership”) by
      entering into a partnership agreement having the provisions described in
Section 14.2 (the “GPA”).  Except as
      provided in Section 15.1, if Lyondell (Pelican) LP1 and OCC do not make
      the written election referred to in the immediately preceeding sentence and
      satisfy their obligations under this Section 14, then the provisions of
Section 14.4 shall apply as if Lyondell (Pelican) LP1 had breached its
      obligations under Section 14.1.

     

    (c)  The
      Partnership shall distribute to Lyondell (Pelican) LP1 the balance in its
      Capital Account.

     

    (d)  OCC
      shall
      cause the Lake Charles Facility to be contributed to the LC Partnership, and
      Lyondell (Pelican) LP1 shall pay to the LC Partnership the
      amount received pursuant to Section 14.1(c), and OCC shall contribute to
      the LC Partnership an amount equal to any proceeds of a partial condemnation
      of
      the Lake Charles Facility received by OCC under the terms of the Lease, and
      the
      Partnership shall contribute to the LC Partnership the amount received pursuant
      to Section 26(b) of the Lease in connection with such termination of the
      Lease.

     

    (e)  Immediately
      after and as a result of the foregoing transactions, the capital account of
      OCC
      and the Partnership in the LC Partnership shall be pro rata in accordance with
      the partners’ equity ownership interests, and Lyondell (Pelican) LP1’s Capital
      Account shall be the same per Unit as the Capital Accounts of the other Partners
      (determined without regard to the special allocations in Sections 4.1(a)
      through (c)).

     

    (f)  Sections
      4.1(e) and (f) shall terminate.

     

    
      
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    14.2  LC
      Partnership Provisions.

     

    (a)  If
      Lyondell (Pelican) LP1 and OCC make the election described in Section
      14.1, then (a) the LC Partnership shall be formed under the laws of
      Delaware, (b) the two partners of the LC Partnership shall be the Partnership
      and OCC and (c) the Partnership shall have an equity ownership interest of
      49.9%, and OCC shall have an equity ownership interest of 50.1%.

     

    (b)  The
      term
      of the GPA shall be the same as the term of this Agreement.

     

    (c)  All
      issues relating to the LC Partnership must be decided by mutual agreement of
      both partners, except that the LC Partnership shall enter into an operating
      agreement with the Partnership (in its individual capacity), as operator, that
      shall delegate to the operator the right and obligation to make all day-to-day
      decisions of the LC Partnership, which day-to-day decisions shall for this
      purpose be deemed to be all decisions of the LC Partnership other than issues
      comparable to those issues set forth in Section 6.7 (which issues
      must be decided by the partners of the LC Partnership).  Such
      operating agreement shall provide for the LC Partnership to pay and reimburse
      the operator for all costs whatsoever incurred or paid by the operator in
      performing its obligations under the operating agreement.  The term of
      such operating agreement shall be the same as the term of the LC
      Partnership.

     

    (d)  All
      contributions and distributions will be made, and all book income and deductions
      will be allocated, in accordance with the partners’ equity ownership
      interests.  Tax items will be allocated between the partners in a
      manner similar to that set forth in this Agreement.

     

    (e)  No
      partner in the LC Partnership may transfer (except a transfer to a Wholly Owned
      Affiliate) or encumber its equity ownership without the consent of the other
      partner.

     

    14.3  No
      Rebuilding Termination.   Upon
      a No Rebuilding Termination, OCC, shall have the option to contribute to the
      Partnership within 30 days following the No Rebuilding Termination an amount
      (the “Payment Amount”) equal to the excess, if any, of (a) the Proceeds
      plus the book value (determined in accordance with GAAP) as recorded on the
      books of OCC for that portion and aspect of the Lake Charles Facility that
      constitutes land, over (b) the payment made pursuant to Section 26(b) of the
      Lease in connection with such No Rebuilding Termination.  If within
      such 30-day period Lyondell (Pelican) LP1 contributes the Payment Amount to
      the  Partnership, (i) Lyondell (Pelican) LP1’s 6,623 Units shall
      remain outstanding, (ii) its Capital Account shall be credited with the Payment
      Amount, (iii) the assets of the Partnership shall be revalued so that the
      Capital Account of each Partner is the same per Unit (determined without regard
      to the special allocations in Sections 4.1(a) through (c)), and (iv)
Sections 4.1(e) and (f) shall terminate.  If Lyondell (Pelican)
      LP1 does not contribute the Payment Amount to the Partnership within such 30-day
      period, (A) Lyondell (Pelican) LP1’s 6,623 Units shall be redeemed and
      canceled and of no further force and effect and (B) an amount
      equal to the balance in Lyondell (Pelican) LP1’s Capital Account shall be
      distributed by the Partnership to Lyondell (Pelican) LP1, or if there is a
      deficit in Lyondell (Pelican) LP1’s Capital Account, Lyondell (Pelican) LP1
      shall contribute to the Partnership an amount of cash necessary to eliminate
      such deficit.  Upon completion of the steps in clauses (A) and (B),
      Lyondell (Pelican) LP1’s entire interest in the Partnership shall
      terminate.

     

    
      
        52

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.4  Other
      Redemption.  If
      Lyondell (Pelican) LP1 breaches any of its obligations under Section
      14.1, (a) Lyondell (Pelican) LP1’s 6,623 Units shall be redeemed and
      canceled and of no further force and effect and (b) an amount equal to the
      balance in Lyondell (Pelican) LP1’s Capital Account shall be distributed by the
      Partnership to Lyondell (Pelican) LP1, or if there is a deficit in Lyondell
      (Pelican) LP1’s Capital Account, Lyondell (Pelican) LP1 shall contribute to the
      Partnership an amount of cash necessary to eliminate such
      deficit.  Upon completion of the steps in clauses (a) and (b),
      Lyondell (Pelican) LP1’s entire interest in the Partnership shall
      terminate.  In the event of a forfeiture of Lyondell (Pelican) LP1’s
      6,623 Units pursuant to this Section 14.4, the Capital Accounts of the
      Partners shall be adjusted in accordance with the procedures contained in the
      definition of “Book Value” prior to determining any deficit or positive Capital
      Account balance for purposes of this Section 14.4.  For
      purposes of this adjustment, any unamortized portion of the agreed value of
      the
      Lease shall be treated as a loss and deducted from Lyondell (Pelican) LP1’s
      Capital Account.

     

    SECTION
      15

    ADDITIONAL
      AGREEMENTS REGARDING THE LAKE CHARLES FACILITY

     

    15.1  Receipt
      of Fee Title.  Notwithstanding
      the provisions of Section 14, if at any time the Partnership receives fee
      title to the Lake Charles Facility, then (i) Section 14 shall be of no
      further force or effect, (ii) Lyondell (Pelican) LP1’s Capital Account shall be
      the same per Unit as the Capital Accounts of the other Partners (determined
      without regard to the special allocations in Sections 4.1(a), 4.1(b) and
      4.1(c)) and (iii) Sections 4.1(e) and 4.1(f) shall
      terminate.

     

    15.2  Authority
      to Act.  Notwithstanding
      the provisions of this Agreement, if Lyondell GP believes in good faith that
      it
      would be in the best interests of the Partnership, Lyondell GP shall have the
      sole right to direct the Partnership’s actions with respect to all matters
      regarding the Lake Charles Facility that (i) are described in  the
      Occidental Interest Transaction Documents (and Millennium hereby consents,
      on
      behalf of itself and its Affiliates, to all such matters notwithstanding any
      provision of the Occidental Interest Transaction Documents that may contemplate
      consent by Millennium or its Affiliates to any of such matters) or (ii) relate
      to any lease of the Lake Charles Facility by the Partnership that is or will
      be
      on substantially the same terms as the Lease and any agreements ancillary
      thereto that are in effect on May 31, 2002; provided, however,
      that, notwithstanding anything in the foregoing to the contrary, this Section
      15.2 shall not otherwise limit Millennium GP’s rights under Section
      6.8.

     

    



    
      
        53

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed on behalf of each of
      the parties hereto, by their respective officers thereunto duly authorized,
      effective as of the date first written above.

     

    GENERAL
      PARTNERS

     

     

    MILLENNIUM
      PETROCHEMICALS GP LLC

     

    By:          Millennium
      Petrochemicals Inc.,

    its
      Manager

     

    By:           /s/
      Edward J. Dineen

    Edward
      J. Dineen

    Vice
      President

     

     

     

    LYONDELL
      LP4 INC.

     

    By:           /s/
      Allen C.
      Holmes                                                                

     Allen
      C. Holmes

       
      Vice
      President

     

     

    [Signature
      Page for Amended and Restated Limited Partnership Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LIMITED
      PARTNERS

     

     

    LYONDELL
      PETROCHEMICAL L.P. INC.

     

    By:           /s/
      Allen C.
      Holmes                                                                

                 Allen
      C.
      Holmes

     Vice
      President

     

    LYONDELL
      (PELICAN) PETROCHEMICAL L.P.1, INC.

     

    By:           /s/
      Allen C. Holmes

    Allen
      C. Holmes

    Vice
      President

     

    LYONDELL
      LP3 PARTNERS, LP

     

    By:          
      Lyondell LP3 GP LLC

            
      its general partner

     

                                    By:          
      /s/ Francis P. McGrail 

                                         
Francis
      P. McGrail

                                          President
      and
      Treasurer

     

     

    MILLENNIUM
      PETROCHEMICALS PARTNERS, LP

     

     

    By:           
      Millennium Petrochemicals GP, LLC

          its
      general partner

    By:          Millennium
      Petrochemicals Inc.,

     
its
      Manager

     

     

    By:
      /s/ Edward J.
      Dineen                              

                                                  Edward
      J. Dineen

                                                  Vice
      President

     

     

    [Signature
      Page for Amended and Restated Limited Partnership Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SPECIAL
      JOINDER PURSUANT TO

     

    SECTION
      13.22

     

    OCCIDENTAL
      CHEMICAL CORPORATION*

     

     

    By:   _________________

    Name: J.R.
      Havert

    Title: Vice
      President and Treasurer

     

     

    


     

    [Signature
      Page for Amended and Restated Limited Partnership Agreement]

    

      

    

      
      
        	
                *

              	
                OCC
                  is not signing this Agreement dated as of the date first above
                  written.  See Section 13.24 of this Agreement regarding the
                  rights and obligations of OCC under the November 2002
                  Agreement.

              


      

    


    
      
              

                                             
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    APPENDIX
      A

     

     

    TO
      LIMITED PARTNERSHIP AGREEMENT

     

    DEFINED
      TERMS

     

    


     

    AAA.  See
      Appendix D.

     

    Acceptance
      Notice.  See Section 10.2(b).

     

    Act.  The
      Delaware Revised Uniform Limited Partnership Act, as amended and in effect
      from
      time to time.

     

    Additional
      Related Agreements.  The agreements defined as “Related
      Agreements” in the Second Master Transaction Agreement (other than this
      Agreement), as such agreements may be amended from time to time after the date
      hereof.

     

    Adjusted
      Capital Account Deficit.  With respect to any Partner, the deficit
      balance, if any, in such Partner’s Capital Account as of the end of the relevant
      fiscal year, after giving effect to the following adjustments:

     

    (i)           Such
      Capital Account shall be deemed to be increased by any amounts which such
      Partner is obligated to restore to the Partnership (pursuant to this Agreement
      or otherwise) or is deemed to be obligated to restore pursuant to the second
      to
      last sentence of Regulation §1.704-2(g)(1) and §1.704-2(i)(5) (relating to
      allocations attributable to nonrecourse debt).

     

    (ii)           Such
      Capital Account shall be deemed to be decreased by the items described in
      Regulation §1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     

    The
      foregoing definition of Adjusted Capital Deficit is intended to comply with
      the
      provisions of Regulation §1.704-1(b)(2)(ii)(d) and shall be interpreted and
      applied consistently therewith.

     

    Additional
      Notice.  See Section 10.2(b).

     

    Affiliate.  As
      to any specified Person, any other Person that directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under common
      control with the specified Person; provided, however, that for
      purposes of this Agreement such term shall not include (i) in the case of
      any Partner, the Partnership or any entities controlled by it, and (ii) in
      the
      case of Millennium GP and Millennium LP shall not include Suburban Propane
      Partners, L.P. and any entities controlled by it and (iii)  in the case of
      any Partner, Occidental and any entities controlled by it.  For
      purposes of this definition the term “control” shall have the meaning set
      forth in 17 CFR 230.405, as in effect on the date hereof.  For
      purposes of Sections 3.4, 6.7(xx), 6.8, 6.10 and 9.3 and the definitions of
      “Conflict Circumstance” and “Fault”, the Affiliates of Lyondell LP4 and its
      Affiliated Partner Group shall not include Millennium or any Person controlled
      by Millennium and the Affiliates of Millennium GP and its Affiliated Partner
      Group shall not include Lyondell or any Person controlled by Lyondell other
      than
      Millennium and Persons controlled by it.

     

    
      
        A-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    Affiliated
      Designating Partner.  In the case of Lyondell LP, Lyondell
      (Pelican) LP1, Lyondell (Pelican) LP2 and Lyondell LP3, the “Affiliated
      Designating Partner” shall mean Lyondell LP4.  In the case of
      Millennium LP, the “Affiliated Designating Partner” shall mean Millennium
      GP.

     

    Affiliated
      Limited Partner. In the case of Lyondell LP4, the “Affiliated Limited
      Partner” shall mean Lyondell LP, Lyondell (Pelican) LP1, Lyondell (Pelican) LP2
      and Lyondell LP3.  In the case of Millennium GP, the “Affiliated
      Limited Partner” shall mean Millennium LP.

     

    Affiliated
      Partner Group.  A Designating Partner and its Affiliated Limited
      Partner or Affiliated Limited Partners, if more than one.

     

    Agreed
      Rate.  The base commercial lending rate announced by Citibank,
      N.A. (or its successor) at its principal office, in effect from time to time,
      such interest rate to change automatically, effective as of the date of each
      change in such base rate.

     

    Agreement.  This
      Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP,
      as
      amended from time to time.

     

    Alternate.  See
      Section 6.4(b).

     

    Amended
      and Restated Parent Agreement.  The Amended and Restated Parent
      Agreement dated as of the date of this Agreement between the Partnership,
      Lyondell and Millennium.

     

    Annual
      Budget.  See Section 8.2.

     

    Applicable
      Usury Laws.  Laws regarding the use, forbearance or detention of
      any indebtedness arising under this Agreement whether such laws are now or
      hereafter in effect, including the laws of the United States of America or
      any
      other jurisdiction whose laws are applicable, and including any subsequent
      revisions to or judicial interpretations of those laws.

     

    Arbitrator.  See
      Appendix D.

     

    Asset
      Fair Market Value.  With respect to any asset, as of the date of
      determination, the cash price at which a willing seller would sell, and a
      willing buyer would buy, each being apprised of all relevant facts and neither
      acting under compulsion, such as in an arm’s-length negotiated transaction with
      an unaffiliated third party without time constraints.

     

    Assumed
      Liabilities.  In the case of Lyondell LP and Lyondell LP4, Assumed
      Liabilities means the “Assumed Liabilities” as defined in the Contribution
      Agreement of Lyondell.  In the case of Millennium LP and Millennium
      GP, Assumed Liabilities shall mean the “Assumed Liabilities” as defined in the
      Contribution Agreement of Millennium Petrochemicals.  In the case of
      Occidental LP1, Occidental LP2 and Occidental GP, Assumed Liabilities means
      the
“Assumed Liabilities” as defined in the Contribution Agreement of
      Occidental.

     

    
      
        A-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    Auxiliary
      Committee.  See Section 6.9.

     

    Available
      Net Operating Cash.  At the time of determination, (a) all
      cash and cash equivalents on hand in the Partnership as of the most recent
      month
      end, plus the excess, if any, of the Partnership Target Debt over the
      Partnership’s actual indebtedness (as determined in accordance with GAAP) as of
      such month end, less (b) the Projected Cash Requirements, if any, of the
      Partnership as of such month end, as determined by the Executive Officers of
      the
      Partnership.  For purposes of this definition, “Projected Cash
      Requirements” means, for the 12-month period following any such month end,
      the excess, if any, of the sum of (a) forecast capital expenditures, plus
      (b) forecast cash payments for Taxes, debt service including principal and
      interest requirements and other non-cash credits to income, plus
      (c) forecast cash reserves for future operations or other requirements,
      over the sum of (1) forecast net income of the Partnership, plus
      (2) the sum of forecast depreciation, amortization, other non-cash charges
      to income, interest expenses, and Tax expenses, in each case to the extent
      deducted in determining net income, plus or minus (3) forecast decreases or
      increases, respectively, in working capital, plus (4) the forecast cash
      proceeds of dispositions of assets (net of expenses).  For purposes of
      this definition, “Partnership Target Debt” means for such month end, the
      level of indebtedness (as determined in accordance with GAAP) projected for
      the
      Partnership in the most recently approved Strategic Plan, except to the extent
      the Executive Officers of the Partnership determine that changes in the
      financial condition, results of operations, assets, business or prospects of
      the
      Partnership make a change advisable, in which case the Partnership shall advise
      the Designating Partners promptly regarding the basis for the
      change.  Projected Cash Requirements shall be calculated consistent
      with the most recently approved Strategic Plan, except to the extent the
      Executive Officers of the Partnership determine that changes in the financial
      condition, results of operations, assets, business or prospects of the
      Partnership make a change advisable, in which case the Partnership shall advise
      the Designating Partners promptly regarding the basis for the
      change.

     

    Bank
      Credit Agreement.  The Credit Agreement dated as of August 24,
      2001 among the Partnership, as Borrower, the lenders from time to time party
      hereto, initially consisting of those listed on Schedule 2.01 thereto,
      Citicorp USA, Inc. and Credit Suisse First Boston, as Co-Syndication Agents,
      Bank of America, N.A., as Servicing Agent and administrative agent, and The
      Chase Manhattan Bank, as Collateral Agent and administrative agent.

     

    Bankruptcy.  The
      occurrence of any of the following:  (i) a Partner or its
      Guarantor shall file a voluntary petition in bankruptcy or shall be adjudicated
      a bankrupt or insolvent, or shall file any petition or answer or consent seeking
      any reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief for itself under any present or future applicable
      federal, state or other statute or law relating to bankruptcy, insolvency,
      or
      other relief for debtors, or shall seek or consent to or acquiesce in the
      appointment of any trustee, receiver, conservator or liquidator of such Partner
      or its Guarantor or of all or any substantial part of its properties or its
      Units (the term “acquiesce,” as used in this definition, includes the
      failure to file a petition or motion to vacate or discharge any order, judgment
      or decree within ten Business Days after entry of such order, judgment or
      decree); (ii) a court of competent jurisdiction shall enter an order, judgment
      or decree approving a petition filed against any Partner or its Guarantor
      seeking a reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under the present or any future federal bankruptcy
      act, or any other present or future applicable federal, state or other statute
      or law relating to bankruptcy, insolvency, or other relief for debtors, and
      such
      Partner or its Guarantor shall acquiesce in the entry of such order, judgment
      or
      decree or such other order, judgment or decree shall remain unvacated and
      unstayed for an aggregate of 60 days (whether or not consecutive) from the
      date
      of entry thereof, or any trustee, receiver, conservator or liquidator of such
      Partner or its Guarantor or of all or any substantial part of its property
      or
      its Units shall be appointed without the consent or acquiescence of such Partner
      or its Guarantor and such appointment shall remain unvacated and unstayed for
      an
      aggregate of 60 days (whether or not consecutive); (iii) a Partner or its
      Guarantor shall admit in writing its inability to pay its debts as they mature;
      (iv) a Partner or its Guarantor shall give notice to any governmental body
      of
      insolvency or pending insolvency, or suspension or pending suspension of
      operations; or (v) a Partner or its Guarantor shall make an assignment for
      the
      benefit of creditors or take any other similar action for the protection or
      benefit of creditors.

     

    
      
        A-3

      

      
        
        

        
          

        

      

      
        
        

      

    

    Basell.  See
      eighteenth WHEREAS clause.

     

    Beneficiary
      Partner.  See Section 4.1(g).

     

    Book
      Value.  With respect to any asset of the Partnership, the asset’s
      adjusted basis as of the relevant date for federal income tax purposes, except
      as follows:

     

    The
      initial aggregate Book Value of all of the assets of the Partnership as of
      the
      Initial Closing Date shall be equal to the sum of (A) the beginning
      aggregate Capital Accounts of the Partners immediately after the Initial Closing
      Date, and (B) the aggregate amount of all liabilities of the Partnership
      for federal income tax purposes immediately after the Initial Closing
      Date.

     

    The
      initial Book Value of any asset contributed by a Partner to the Partnership
      after the Initial Closing Date shall be the gross fair market value of such
      asset, which shall be equal to the amount credited to such Partner’s Capital
      Account for such contribution (increased by the amount of any liabilities which
      the Partnership assumes or takes subject to).

     

    The
      Book
      Values of all Partnership assets (including intangible assets such as goodwill)
      shall be adjusted (at the election of the Partnership Governance Committee)
      to
      equal their respective gross fair market values upon the occurrence of any
      of
      the events described in Regulation §1.704-1(b)(2)(iv)(f)(5).

     

    The
      Book
      Value of any asset distributed by the Partnership to a Partner shall be equal
      to
      the gross fair market value of such asset on the date of the
      distribution.

     

    The
      Book
      Value of any Partnership asset with respect to which an adjustment to tax basis
      has occurred by reason of the application of Section 734(b) or 754(b) of the
      Code shall be adjusted to the extent such adjustment to tax basis is taken
      into
      account pursuant to Regulation §1.704-1(b)(2)(iv)(m).

     

    If
      the
      Book Value of an asset is not equal to its adjusted tax basis for federal income
      tax purposes, such Book Value shall be adjusted by the Depreciation taken into
      account with respect to such asset for purposes of computing Profits and Losses
      and other items allocated pursuant to Section 4.1.

     

    
      
        A-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      foregoing definition of Book Value is intended to comply with the provisions
      of
      Regulation §1.704-1(b)(2)(iv) and shall be interpreted and applied consistently
      therewith.  Any determinations of “gross fair market value” in this
      definition of Book Value shall be made by the Partnership Governance
      Committee.

     

    Business
      Day.  Any day other than a Saturday, Sunday or other day on which
      banks are closed in New York City, New York; provided, however,
      that for purposes of the definitions of “Interest Period” and “LIBOR
      Rate,”  “Business Day” shall mean a day of the year on which
      banks are not required or authorized to close in Houston, Texas and on which
      commercial banks are open for international business (including dealings for
      dollar deposits) in the London interbank market.

     

    Business
      Opportunity.  See Section 9.3(b).

     

    Capital
      Account.  The separate capital account established and maintained
      by the Partnership for each Partner, as contemplated by Section
      2.

     

    Capital
      Expenditure Budget.  See Section 8.2(d).

     

    CEO.  See
      Section 7.1(b).

     

    Claim.  See
      Section 13.2(c).

     

    Code.  The
      Internal Revenue Code of 1986, as amended and in effect from time to time and
      any successor thereto.

     

    Competing
      Opportunity.  See Section 9.3(c).

     

    Confidential
      Information.  All confidential documents and information
      (including, without limitation, confidential commercial information and
      information with respect to customers, trade secrets and proprietary
      technologies or processes and the design and development of new products or
      services) concerning the Partnership, the Partners or their Affiliates,
      furnished to a Partner in connection with the transactions leading up to and
      contemplated by this Agreement and the operation of the Partnership, except
      to
      the extent that such information (i) is or becomes generally available to and
      known by the public or the petrochemical industry (other than as a result of
      an
      unpermitted disclosure directly or indirectly by the Partnership or a Partner),
      (ii) is or becomes available to a Partner on a nonconfidential basis from a
      source other than the Partnership or a Partner; provided, however,
      that such source is not and was not bound by a confidentiality agreement with,
      or other obligation of secrecy to, the Partnership or the other Partner, (iii)
      has already been or is hereafter independently acquired or developed by a
      Partner without violating any confidentiality agreement with or other obligation
      of secrecy to the Partnership or another Partner or (iv) is otherwise generated
      by the Partnership with the intention that it not be held as
      confidential.

     

    
      
        A-5

      

      
        
        

        
          

        

      

      
        
        

      

    

    Conflict
      Circumstance.  Any transaction or dealing between the Partnership
      (or any Wholly Owned Subsidiary) and a Designating Partner (the “Conflicted
      Designating Partner”) or any of its Affiliates pursuant to any agreement
      (including this Agreement or any other Related Agreements) or otherwise,
      including action to be taken by the Partnership pursuant to
Section 9.3(c) or (d) or 13.3(b); provided,
however, that a Conflict Circumstance shall
      cease to exist if and when
      the third party with which the transaction or dealing exists shall cease to
      be
      an Affiliate of a Designating Partner.

     

    Conflicted
      Designating Partner.  As defined in the definition of “Conflict
      Circumstance.”

     

    Contributed
      Business.  As defined in each of the Contribution
      Agreements.

     

    Contributing
      Partner.  See Section 2.4.

     

    Contribution
      Agreement.  In the case of Lyondell LP and Lyondell LP4, the
      Contribution Agreement shall mean the Asset Contribution Agreement dated
      December 1, 1997, between the Partnership, Lyondell and Lyondell
      LP.  In the case of Millennium LP and Millennium GP, the Contribution
      Agreement shall mean the Asset Contribution Agreement dated
      December 1, 1997, between the Partnership, Millennium Petrochemicals
      and Millennium LP.  In the case of Occidental LP1, Occidental LP2 and
      Occidental GP, the Contribution Agreement shall mean the Agreement and Plan
      of
      Merger and Asset Contribution dated as of the date of this Agreement between
      the
      Partnership, Oxy Petrochemicals, Occidental LP1, Occidental LP2 and Occidental
      GP.

     

    Damages.  With
      respect to a Person in connection with a Default, any and all obligations
      (including all obligations to take an affirmative or curative act), liabilities,
      damages (including damages arising out of any breach of any representation
      or
      warranty, damages related to investigations, proceedings, audits, the
      interruption of the Partnership’s business, restrictions upon the use of, or
      adverse impact on, the Assets or the Partnership’s business, or the
      interruption, breach or termination of any Related Agreements or other
      agreements, including any lost profits attributable thereto), fines, penalties,
      deficiencies, losses, judgments, settlements, costs and expenses (including
      costs and expenses incurred in connection with performing obligations, bonding
      and appellate costs and attorneys’, accountants’, engineers’, health, safety,
      environmental and other consultants’ and investigators’ fees and disbursements,
      liquidating, selling or offering for sale the Partnership’s business and assets
      or winding up the Partnership’s business, or other payments in respect of such
      payments) suffered or incurred by such Person that arise out of or relate to
      such Default, regardless of whether any of the foregoing are foreseeable,
      unforeseeable, matured or unmatured, existing or contingent as of the date
      of
      such Default.  “Damages” also shall include, if and to the
      extent interest is not already included therein under applicable law or other
      provisions hereof and subject to Section 13.20, interest on amounts
      actually due until payment thereof is made at a rate per annum equal to the
      rate
      set forth in Section 13.19(b).  “Damages” shall not
      include any punitive, exemplary, special or other similar damages.

     

    Deadlock
      Notice.  See Section 8.5.

     

    
      
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    Default.  See
      Section 11.1.

     

    Default
      Date.  See Section 11.1.

     

    Defaulting
      Partners.  Lyondell LP4, Lyondell LP, Lyondell (Pelican) LP1 and
      Lyondell LP3, in the case of a Default by Lyondell LP4, Lyondell LP, Lyondell
      (Pelican) LP1 or Lyondell LP3 or their Guarantor; and Millennium GP and
      Millennium LP1, in the case of a Default by Millennium GP, Millennium LP1 or
      their Guarantor.

     

    Depreciation.  For
      each fiscal year or part thereof, an amount equal to the depreciation,
      amortization, or other cost recovery deduction allowable for federal income
      tax
      purposes with respect to an asset for such year or other period, except that
      if
      the Book Value of an asset differs from its adjusted basis for federal income
      tax purposes at the beginning of such year, Depreciation shall be (i) an
      amount which bears the same ratio to such Book Value as the federal income
      tax
      depreciation, amortization or other cost recovery deduction for such year bears
      to such adjusted tax basis, or, (ii) if the federal income tax
      depreciation, amortization or other cost recovery deduction for such year is
      equal to zero, an amount determined with reference to such Book Value using
      a
      reasonable method selected by the Tax Matters Partner.

     

    Designating
      Partners.  Lyondell LP4 and Millennium GP, or any Substitute
      Limited Partner or Substitute General Partner in respect of either
      thereof.

     

    Dispute
      Notice.  See Appendix D.

     

    Disputing
      Partner.  See Appendix D.

     

    Executive
      Officers.  See Section 7.1(b).

     

    Expense.  See
      Section 13.3(a).

     

    Fair
      Market Value.  “Fair Market Value” with respect to the
      Partnership shall mean the Asset Fair Market Value of all of the Partnership’s
      assets decreased by the fair value of all its liabilities, as of the most
      recently ended fiscal quarter.  “Fair Market Value” with
      respect to a Related Business shall mean the Asset Fair Market Value of all
      the
      assets of such Related Business decreased by the fair value of all its
      liabilities, as of the most recently ended fiscal quarter.  In either
      case, the following shall apply to the determination of Fair Market
      Value:

     

    The
      Designating Partners shall first attempt to agree on such value, which if agreed
      to shall be the Fair Market Value.

     

    If
      the
      Designating Partners are unable to agree within 20 days of the first written
      notice from one Designating Partner to the other proposing an amount to be
      the
      Fair Market Value (the “Notice”), then if requested by any Designating
      Partner, either Designating Partner shall (at its own cost) cause an
      independent, qualified appraiser to deliver a written appraisal of its
      determination of the Fair Market Value within 50 days of the
      Notice.  If both of the two lowest appraised values are greater than
      or equal to 90% of the highest appraised value, then the middle of the three
      appraised values shall be the Fair Market Value.

     

    
      
        A-7

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      either
      of the two lowest appraised values are lower than 90% of the highest appraised
      value, then the Designating Partners shall jointly appoint a Neutral within
      20
      days of the delivery of both such appraisals.  If the Designating
      Partners have been unable to agree upon such appointment within such 20 days,
      then such Neutral shall upon the application of either Designating Partner
      be
      appointed within 10 days of the filing of such application by the Center for
      Public Resources, or if such appointment is not so made promptly then promptly
      thereafter by the American Arbitration Association in Philadelphia,
      Pennsylvania, or if such appointment is not so made promptly then promptly
      thereafter by the senior United States District Court judge sitting in
      Wilmington, Delaware.  The fees and expenses of the Neutral shall be
      paid equally by the Partners.

     

    The
      Neutral shall, within 30 days of the appointment of the Neutral, determine
      which
      of the two appraised values (without in any way modifying or compromising
      between the two appraised values) is closest to the fair market value of the
      enterprise’s assets as determined by the Neutral, and that appraised value shall
      be the Fair Market Value.

     

    Fault. 
      Any act or omission of a Partner, its Affiliates or any of their respective
      officers, directors or employees (acting in their capacities as such) that
      constitutes or results from intentional misconduct, criminal intent or gross
      negligence.

     

    Finally
      Determined.  Determined by any final, nonappealable judicial order
      or pursuant to a binding alternative dispute resolution procedure.

     

    Funding
      Notice.  See Section 2.4.

     

    GAAP.  United
      States generally accepted accounting principles, as in effect from time to
      time.

     

    General
      Partners.  Each Person who executes this Agreement and who is
      hereby admitted to the Partnership as a general partner of the Partnership,
      unless such General Partner ceases to be a General Partner hereunder or sells,
      transfers, forfeits or otherwise disposes of its Units and is replaced by a
      Substitute General Partner in accordance with this Agreement and the Act, and
      each Person that becomes a Substitute General Partner, if any, of the
      Partnership as provided herein, in such Person’s capacity as a general partner
      of the Partnership.

     

    GPA.  See
      Section 14.1(b).

     

    Guarantor.  Lyondell
      Chemical Company, with respect to Lyondell LP4, Lyondell LP, Lyondell (Pelican)
      LP1 and Lyondell LP3; Millennium Chemicals Inc., with respect to Millennium
      GP
      and Millennium LP1; and any successor or additional guarantor party to an
      agreement substantially in the form of the Amended and Restated Parent Agreement
      and entered into in accordance with Section 10.

     

    Highest
      Lawful Rate.  The maximum rate of interest, if any, that may be
      charged to any person under all Applicable Usury Laws on any principal balance
      from time to time outstanding pursuant to this Agreement.

     

    HSE
      Law. “HSE Law,” as defined in Section 1 of the Contribution
      Agreement.

     

    
      
        A-8

      

      
        
        

        
          

        

      

      
        
        

      

    

    Indemnified
      Party.  See Section 13.2(c).

     

    Indemnifying
      Party.  See Section 13.2(c).

     

    Interest
      Period. The period commencing on the date of this Agreement and ending one
      month thereafter and, thereafter, each subsequent period commencing on the
      last
      day of the immediately preceding Interest Period and ending one month
      thereafter; provided, however, that whenever the last day of any
      Interest Period would otherwise occur on a day other than a Business Day, the
      last day of such Interest Period shall be extended to occur on the next
      succeeding Business Day.

     

    Initial
      Agreement.  See first WHEREAS clause.

     

    Initial
      Assets.  “Assets,” as defined in Section 1 of the applicable
      Contribution Agreement.

     

    Initial
      Closing Date.  December 1, 1997, the date the closing under the
      Initial Master Transaction Agreement took place.

     

    Initial
      Master Transaction Agreement.  The Master Transaction Agreement,
      dated July 25, 1997, as amended, between Lyondell and Millennium, providing
      for the execution of various agreements concerning the Partnership and the
      Initial Assets.

     

    Initial
      Notice.  See Section 10.2(a).

     

    Initial
      Partners.  See first WHEREAS clause.

     

    Initial
      Related Agreements.  The agreements defined as “Related
      Agreements” in the Initial Master Transaction Agreement (other than the
      Partnership Agreement), as such agreements may be amended from time to time
      after the Initial Closing Date.

     

    IRS.  Internal
      Revenue Service.

     

    Lake
      Charles Facility.  The property that is the subject of and leased
      pursuant to the Lease.

     

    LC
      Partnership.  See Section 14.1(b).

     

    Lease.  The
      Lease Agreement, dated May 15, 1998, between OCC, as lessor, and Occidental
      LP1
      (now Lyondell (Pelican) LP1), as lessee.

     

    Letter
      Agreement.  See seventh WHEREAS clause.

     

    Liability.  Any
      loss, claim, damages, fine, penalty, assessment by public agencies, settlement,
      cost or expense (including costs of investigation, defense and attorneys’ fees)
      or other liability.

     

    LIBOR
      Rate.  For any Interest Period, the rate per annum (rounded
      upwards, if necessary, to the nearest 1/16th of 1%) published in the Wall Street
      Journal as the London Interbank Offered Rate for a one month period as of two
      Business Days prior to the first day of such Interest Period; provided that
      if
      no such rate appears the rate shall be as shown on page 3750 of the Dow
      Jones & Company Telerate screen or any successor page as the composite
      offered rate for London interbank deposits with a period equal to one month,
      as
      shown under the heading “USD” as of 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period; provided that if no
      such rate appears, the rate shall be the rate per annum equal to the arithmetic
      mean (which shall be rounded upward to the nearest 1/16 of 1% per annum) of
      which U.S. dollar deposits with an Interest Period equal to one month are
      displayed on page ”LIBO” of the Reuters Monitor Money Rates Service or such
      other page as may replace the LIBO page on that service for the purpose of
      displaying London interbank offered rates of major banks at or about
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period.

     

    
      
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    Limited
      Partner.  Each Person who executes this Agreement and who is
      hereby admitted to the Partnership as a limited partner of the Partnership,
      unless such Limited Partner ceases to be a Limited Partner hereunder or sells,
      transfers, forfeits or otherwise disposes of its Units and is replaced by a
      Substitute Limited Partner in accordance with this Agreement and the Act, and
      each Person that becomes a Substitute Limited Partner, if any, of the
      Partnership as provided herein, in such Person’s capacity as a limited partner
      of the Partnership.

     

    Liquidation.  See
      Section 11.4.

     

    Losses.  See
      definition of “Profits and Losses.”

     

    Lyondell. 
      See first WHEREAS clause.

     

    Lyondell
      Assumed Debt.  Debt issued by Lyondell having an aggregate
      principal amount of $745 million, as specified in the Contribution Agreement
      with respect to Lyondell.

     

    Lyondell
      LP4.  See introductory paragraph to this Agreement.

     

    Lyondell
      LP.  See introductory paragraph to this Agreement.

     

    Lyondell
      LP3.  See introductory paragraph to this Agreement.

     

    Lyondell
      (Pelican) LP1.  See introductory paragraph to this
      Agreement.

     

    Lyondell
      Note.  The promissory note dated December 1, 1997, in
      the amount of $345 million payable by Lyondell LP to the
      Partnership.

     

    Managing
      General Partner.  Lyondell LP4.

     

    Maximum
      Amount.  The maximum nonusurious amount of interest that may be
      lawfully contracted for, charged or received by any person in connection with
      any indebtedness arising under this Agreement under all Applicable Usury
      Laws.

     

    Merger.  See
      eighteenth WHEREAS clause.

     

    Merger
      Sub.  See eighteenth WHEREAS clause.

     

    
      
        A-10

      

      
        
        

        
          

        

      

      
        
        

      

    

    Millennium.  See
      first WHEREAS clause.

     

    Millennium
      America.  Millennium America Inc., a Delaware
      corporation.

     

    Millennium
      GP.  See introductory paragraph to this Agreement.

     

    Millennium
      LP.  See first WHEREAS clause.

     

    Millennium
      LP1.  See introductory paragraph to this Agreement.

     

    Millennium
      Merger.  See thirteenth WHEREAS clause.

     

    Neutral.  A
      neutral Person acceptable to all of the appointing Partners and not affiliated
      with any of the Partners, except where otherwise specifically
      provided.

     

    No
      Rebuilding Termination.  A total termination of the Lease pursuant
      to Section 12(b) or 13 thereof.

     

    Nonconflicted
      Designating Partner.  With respect to any Conflict Circumstance,
      any Designating Partner that is not the Conflicted Designating Partner with
      respect thereto.

     

    Non-Defaulting
      Partners.  The Partners other than the Defaulting
      Partners.

     

    OCC.  See
      sixth WHEREAS clause.

     

    Occidental.  See
      third WHEREAS clause.

     

    Occidental
      GP.    See third WHEREAS clause.

     

    Occidental
      Interest Transaction Documents Shall mean the Oxy Partner Sub Purchase
      Agreement, and all exhibits attached thereto.

     

    Occidental
      LP1.   See third WHEREAS clause.

     

    Occidental
      LP2.   See third WHEREAS clause.

     

    Occidental
      Partners.  See third WHEREAS clause.

     

    Offeree
      Partners.  See Section 10.2(a).

     

    Operating
      Budget.  See Section 8.2(c).

     

    Oxy
      Partner Sub Purchase Agreement.  See sixth WHEREAS
      clause.

     

    Oxy
      Petrochemicals.  Oxy Petrochemicals Inc., a Delaware
      corporation.

     

    Partners.  The
      General Partners and the Limited Partners at the Effective Time except to the
      extent any such Person ceases to be a partner of the Partnership.

     

    
      
        A-11

      

      
        
        

        
          

        

      

      
        
        

      

    

    Partners
      Pro Rata.   From or to all Partners in the ratio of the Units
      owned by each.

     

    Partnership.  Equistar
      Chemicals, LP,  a Delaware limited partnership, the limited
      partnership formed and continued under the Act and this Agreement.

     

    Partnership
      Governance Committee.  See Section 6.1.

     

    Partnership
      Governance Committee Action.  See Section 6.1.

     

    Payment
      Amount.  See Section 14.3.

     

    PDG
      GP.  See third WHEREAS clause.

     

    Proceeds.  The
      Insurance Proceeds, the Self-Insurance Proceeds and the Condemnation Proceeds
      (each as defined in the Lease), to the extent actually received by the lessor
      under the Lease pursuant to the Lease.

     

    Person.  Any
      natural person or any corporation, limited liability company, partnership,
      joint
      venture, association, trust or other entity.

     

    Pledge.  To
      mortgage, pledge, encumber or create or suffer to exist any pledge, lien or
      encumbrance upon or security interest in.  Such defined term is used
      in this Agreement as both a noun and a verb.

     

    Profits
      and Losses.  For each applicable period, the Partnership’s taxable
      income or loss for such period determined in accordance with Section 703(a)
      of
      the Code (for this purpose, all items of income, gain, loss or deduction
      required to be stated separately pursuant to Section 703(a)(1) of the Code
      shall
      be included in taxable income or loss) with the following
      adjustments:

     

    (i)           Any
      income of the Partnership that is exempt from federal income tax and not
      otherwise taken in account in computing Profits or Losses pursuant to this
      definition shall be added to such taxable income or loss.

     

    (ii)           Any
      expenditures of the Partnership described in Section 705(a)(2)(B) of the Code
      or
      treated as such pursuant to Regulation §1.704-1(b)(2)(iv)(i) and not otherwise
      taken in account in computing Profits or Losses pursuant to this definition
      shall be subtracted from such taxable income or loss.

     

    (iii)           Depreciation
      for such period shall be taken into account in lieu of the depreciation,
      amortization and other cost recovery deductions taken into account in computing
      such taxable income or loss.

     

    (iv)           Gain
      or loss resulting from any disposition of Partnership property with respect
      to
      which gain or loss is recognized for federal income tax purposes shall be
      computed with reference to the Book Value of the property disposed of, rather
      than the adjusted tax basis of such property.

     

    
      
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    (v)           If
      any property is distributed in kind to any Partner, the difference between
      its
      fair market value and its Book Value at the time of distribution shall be
      treated as Profit or Loss, as the case may be, recognized by the
      Partnership.

     

    (vi)           The
      amount of any adjustment to the Book Value of any Partnership asset pursuant
      to
      clause (iii) of the definition of Book Value herein shall be taken into account
      as Profit or Loss from the disposition of such asset.

     

    Percentage
      Interest.  The percentage determined by dividing the number of
      Units owned by a Partner by the total number of outstanding Units.

     

    Pro
      Rata.  In the ratio of the Units owned by a Partner to the total
      number of applicable Units.

     

    Proposing
      Partner.  See Section 9.3(c).

     

    Regulations.  The
      income tax regulations promulgated by Department of the Treasury and in effect
      from time to time.

     

    Related
      Agreements.  The Initial Related Agreements and the Occidental
      Related Agreements.

     

    Related
      Business.  Any business related to (i) the manufacturing,
      marketing and distribution of Specified Petrochemicals; (ii) the purchasing,
      processing and disposing of feedstocks in connection with the manufacturing,
      marketing and distributing of Specified Petrochemicals; and (iii) any research
      and development in connection with the foregoing.

     

    Related
      Persons.  See Section 13.1.

     

    Representative.  See
      Section 6.4(a).

     

    SEC.  Securities
      and Exchange Commission.

     

    Second
      Master Transaction Agreement.   See third WHEREAS
      clause.

     

    Selling
      Partners.  See Section 10.2(a).

     

    Specified
      Petrochemicals.

     

    (i)           Olefins
      and olefins co-products consisting of:  ethylene, propylene,
      butadiene, and mixed butylenes; aromatics and gasoline blending components
      (benzene, toluene, MTBE, alkylate, pyrolysis gasolines); mixed C5 hydrocarbons;
      resin formers (dicyclopentadiene, isoprene, piperylenes, resin oil); pyrolysis
      liquid fuel products (pyrolysis gas oil, pyrolysis fuel oil);

     

    (ii)           Polyolefins
      consisting of:  low-density, linear low-density, and high-density
      polyethylene; polypropylene; ethylene/propylene copolymers; rotomolding and
      polymeric powders; wire and cable resins; adhesive tie layers; hot melt adhesive
      resins; colors  and concentrates; fuel additives;

     

    
      
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    (iii)           Ethyl
      alcohol and ethyl ether; and

     

    (iv)           Ethylene
      oxide, ethylene glycol and derivatives thereof.

     

    provided,
      however that the definition of Specified Petrochemicals shall in no event
      include polyvinyl chloride or resins derived from phenol compounds or
      dicyclopentadiene.

     

    Specified
      Petrochemicals Businesses.  The businesses related to Specified
      Petrochemicals.

     

    Strategic
      Plan.  See Section 8.1.

     

    Substitute
      General Partner.  A Person who is admitted as a General Partner to
      the Partnership in place of and with all the rights of a General
      Partner.

     

    Substitute
      Limited Partner.  A Person who is admitted as a Limited Partner to
      the Partnership in place of and with all the rights of a Limited
      Partner.

     

    Taxes.  All
      taxes, charges, fees, levies or other assessments imposed by any taxing
      authority, including, but not limited to, income, gross receipts, excise,
      property, sales, use, transfer, payroll, license, ad valorem, value added,
      withholding, social security, national insurance (or other similar contributions
      or payments), franchise, severance and stamp taxes (including any interest,
      fines, penalties or additions attributable to, or imposed on or with respect
      to,
      any such taxes, charges, fees, levies or other assessments) and “Tax Return”
means any return, report, information return or other document (including any
      related or supporting information) with respect to Taxes.

     

    Tax
      Matters Partner.  Lyondell LP4 with respect the duties under
      Section 2.5 and  Section 5.6(c), (d), (e) and (f) with respect to
      duties under Section 5.6(d) and (e) for such years and to the extent Lyondell
      LP4 is eligible under applicable Regulations, and otherwise the Managing General
      Partner.

     

    Third
      Party Claim.  Any allegation, claim, civil, criminal or other
      action, proceeding, charge or prosecution brought by any Person other than
      the
      Partnership, any Partner or any Affiliate of a Partner.

     

    Transfer.  To
      sell, assign or otherwise in any manner dispose of, whether by act, deed,
      merger, consolidation, conversion or otherwise.  Such defined term is
      used in this Agreement as both a noun and a verb.

     

    Unilateral
      Contribution.  See Section 2.4.

     

    Unit.  A
      unit representing a partnership interest in the Partnership.

     

    
      
        A-14

      

      
        
        

        
          

        

      

      
        
        

      

    

    Wholly
      Owned Affiliate.  As to any Person, an Affiliate of such Person
      all of the equity interests of which are owned, directly or indirectly, by
      a
      Partner, by another Wholly Owned Affiliate of such Person or by the ultimate
      parent entity thereof.

     

    Wholly
      Owned Subsidiary.   As to any Person, a subsidiary of such
      Person all of the equity interests of which are owned, directly or indirectly,
      by such Person.

     


    
      
        A-15

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

     

    TO
      LIMITED PARTNERSHIP AGREEMENT

     

    PARTNERSHIP
      FINANCIAL STATEMENTS AND REPORTS

     

    
      	
              Item
                & Frequency

            	
              Due
                Dates

            
	
              Monthly:

            	 
	
              Income
                Statement – current period and year-to-date

            	
              15th
                work day following month-end

            
	
              Balance
                Sheet – current period

            	
              15th
                work day following month-end

            
	
              Cash
                Flow Statement - current period and year-to-date

            	
              15th
                work day following month-end

            
	
              Schedule
                of Income Allocation - preliminary

            	
              15th
                work day following month-end

            
	
              Schedule
                of Income Allocation - final

            	
              20th
                work day following month-end

            
	
              Calculation
                of Distribution of Available Net Operating Cash– final

            	
              25th
                work day following month-end

            
	
              Results
                of Operations Analysis

            	
              20th
                work day following month-end

            
	
              Quarterly

            	 
	
              Analysis
                for Investor Relations and Form 10-Q disclosures:

              -Results
                of Operations

              -Cash
                Flow

              -Sales
                Variances

              -Capital
                Expenditures

              -Intercompany
                Transactions

              -Volumes

              -Prices

              -Unusual
                Items

            	
               

               

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

              25th
                work day following quarter-end

            
	
              Income
                Statement – current quarter and year-to-date

            	
              20th
                work day following quarter-end

            
	
              Balance
                Sheet – current period

            	
              20th
                work day following quarter-end

            
	
              Cash
                Flow Statement - current quarter and year-to-date

            	
              20th
                work day following quarter-end

            
	
              Estimate
                of Each Partner’s Regular Taxable Income and Alternative Minimum Taxable
                Income

            	
              20th
                work day following quarter-end

            
	
              Annual

            	 
	
              Analysis
                for Investor Relations and Form 10-K disclosures

              -Same
                as quarterly requirements

              -Plant
                Capacities

            	
              25th
                work day following year-end

            
	
              Audited
                Financial Statements

            	
              90
                days following year-end

            


    


    
      
              

          B-1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      C

    TO
      LIMITED PARTNERSHIP AGREEMENT

    EXECUTIVE
      OFFICERS

     

    
      	
              Dan
                F. Smith

            	
              Chief
                Executive Officer

            
	
              Morris
                Gelb

            	
              Executive
                Vice President and Chief Operating Officer

            
	
              James
                W. Bayer

            	
              Senior
                Vice President, Manufacturing and Health, Safety and
                Environment

            
	
              T.
                Kevin DeNicola

            	
              Senior
                Vice President, Chief Financial Officer

            
	
              Kerry
                A. Galvin

            	
              Senior
                Vice President and General Counsel

            
	
              W.
                Norman Phillips, Jr.

            	
              Senior
                Vice President, Fuels and Pipelines

            
	
              Edward
                J. Dineen

            	
              Senior
                Vice President, Chemicals and Polymers

            
	
              John
                A. Hollinshead

            	
              Senior
                Vice President, Human Resources

            


    


    
      
              

          C-1   

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      D

    TO
      LIMITED PARTNERSHIP AGREEMENT

     

    DISPUTE
      RESOLUTION PROCEDURES

     

    (1)           Binding
      and Exclusive Means.  Except as otherwise provided in the
      Partnership Agreement, the dispute resolution provisions set forth in this
      Appendix shall be the binding and exclusive means to resolve all disputes
      arising under the Agreement (each a “Dispute”).

     

    (2)           Standards
      and Criteria.  In resolving any Dispute, the standards and
      criteria for resolving such Dispute shall, unless the Partners involved in
      the
      Dispute in their discretion jointly stipulate otherwise, be as set forth in
      Appendix 1 to this Appendix.

     

    (3)           ADR
      and Binding Arbitration Procedures.  If a Dispute arises, the
      following procedures shall be implemented (with references to “Partners” meaning
      the Partners involved in the Dispute):

     

    (a)           Any
      Partner may at any time invoke the dispute resolution procedures set forth
      in
      this Appendix as to any Dispute by providing written notice of such action
      to
      the Secretary of the Partnership, who within five Business Days after such
      notice shall schedule a meeting to be held in Houston, Texas between the
      Partners.  The Partners’ meeting shall occur within 10 Business Days
      after notice of the meeting is delivered to the Partners.  The meeting
      shall be attended by representatives of each Partner having decision-making
      authority regarding the Dispute as well as the dispute resolution process and
      who shall attempt in a commercially reasonable manner to negotiate a resolution
      of the Dispute.

     

    (b)           The
      representatives of the Partners shall cooperate in a commercially reasonable
      manner and shall explore whether techniques such as mediation, minitrials,
      mock
      trials or other techniques of alternative dispute resolution might be
      useful.  In the event that a technique of alternative dispute
      resolution is so agreed upon, a specific timetable and completion date for
      its
      implementation shall also be agreed upon.  The representatives will
      continue to meet and discuss settlement until the date (the “Interim Decision
      Date”) that is the earliest to occur of the following events:  (i)
      an agreement shall be reached by the Partners resolving the Dispute; (ii) one
      of
      the Partners shall determine and notify the other Partners in writing that
      no
      agreement resolving the Dispute is likely to be reached; (iii) if a technique
      of
      alternative dispute resolution is agreed upon, the completion date therefor
      shall occur without the Partners having resolved the Dispute; or (iv) if another
      technique of alternative dispute resolution is not agreed upon, two full meeting
      days (or such other time period as may be agreed upon) shall expire without
      the
      Partners having resolved the Dispute.

     

    (c)           If,
      as of the Interim Decision Date, the Partners have not succeeded in negotiating
      a resolution of the Dispute pursuant to subsection (b), the Partners
      shall proceed under subsections (d), (e) and (f).

     

    (d)           After
      satisfying the requirements above, such Dispute shall be submitted to mandatory
      and binding arbitration at the election of any Partner involved in the Dispute
      (the “Disputing Partner”).  The arbitration shall be subject to
      the Federal Arbitration Act as supplemented by the conditions set forth in
      this
      Appendix.  The arbitration shall be conducted in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association in effect
      on the date the notice of arbitration is served, other than as specifically
      modified herein.  In the absence of an agreement to the contrary, the
      arbitration shall be held in Houston, Texas.  The Arbitrator (as
      defined below) will  allow reasonable discovery in the forms permitted
      by the Federal Rules of Civil Procedure, to the extent consistent with the
      purpose of the arbitration.  During the pendency of the Dispute, each
      Partner shall make available to the Arbitrator and the other Partners all books,
      records and other information within its control requested by the other Partners
      or the Arbitrator subject to the confidentiality provisions contained herein,
      and provided that no such access shall waive or preclude any objection to such
      production based on any privilege recognized by law.  Recognizing the
      express desire of the Partners for an expeditious means of dispute resolution,
      the Arbitrator may limit the scope of discovery between the Partners as may
      be
      reasonable under the circumstances.  In deciding the substance of the
      Partners’ claims, the laws of the State of Delaware shall govern the
      construction, interpretation and effect of this Agreement (including this
      Appendix) without giving effect to any conflict of law
      principles.  The arbitration hearing shall be commenced promptly and
      conducted expeditiously, with each Partner involved in the Dispute being
      allocated an equal amount of time for the presentation of its
      case.  Unless otherwise agreed to by the Partners, the arbitration
      hearing shall be conducted on consecutive days.  Time is of the
      essence in the arbitration proceeding, and the Arbitrator shall have the right
      and authority to issue monetary sanctions against any of the Partners if, upon
      a
      showing of good cause, that Partner is unreasonably delaying the
      proceeding.  To the fullest extent permitted by law, the arbitration
      proceedings and award shall be maintained in confidence by the Arbitrator and
      the Partners.

     

    
      
        D-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)           The
      Disputing Partner shall notify the American Arbitration Association
      (“AAA”)  and the other Partners in writing describing in
      reasonable detail the nature of the Dispute (the “Dispute
      Notice”).  The arbitrator (the “Arbitrator”) shall be
      selected within 15 days of the date of the Dispute Notice by all of the Partners
      from the members of a panel of arbitrators of the AAA or, if the AAA fails
      or
      refuses to provide a list of potential arbitrators, of  the Center for
      Public Resources and shall be experienced in commercial
      arbitration.  In the event that the Partners are unable to agree on
      the selection of the Arbitrator, the AAA shall select the Arbitrator, using
      the
      criteria set forth in this Appendix, within 30 days of the date of the Dispute
      Notice.  In the event that the Arbitrator is unable to serve, his or
      her replacement will be selected in the same manner as the Arbitrator to be
      replaced.  The Arbitrator shall be neutral.  The Arbitrator
      shall have the authority to assess the costs and expenses of the arbitration
      proceeding (including the arbitrators’, and attorneys’ fees and expenses)
      against any or all Partners.

     

    (f)           The
      Arbitrator shall decide all Disputes and all substantive and procedural issues
      related thereto, and shall enforce this Agreement in accordance with its
      terms.  Without limiting the generality of the previous sentence, the
      Arbitrator shall have the authority to issue injunctive relief; however, the
      Arbitrator shall not have any power or authority to (i) award consequential,
      incidental, indirect or punitive damages or (ii) amend this
      Agreement.  The Arbitrator shall render the arbitration award, in
      writing, within 20 days following the completion of the arbitration hearing,
      and
      shall set forth the reasons for the award.  In the event that the
      Arbitrator awards monetary damages in favor of either party, the
      Arbitrator  must certify in the award that no indirect, consequential,
      incidental, indirect or punitive damages are included in such
      award.  If the Arbitrator’s decision results in a monetary award, the
      interest to be granted on such award, if any, and the rate of such interest
      shall be determined by the Arbitrator in his or her discretion.  The
      arbitration award shall be final and binding on the Partners, and judgment
      thereon may be entered in any court of competent jurisdiction, and may not
      be
      appealed except to the extent permitted by the Federal Arbitration
      Act.

     

    
      
        D-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)           Continuation
      of Business.  Notwithstanding the existence of any Dispute or the
      pendency of any procedures pursuant to this Appendix, the Partners agree and
      undertake that all payments not in dispute shall continue to be made and all
      obligations not in dispute shall continue to be performed.

     


    
      
        D-3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      1 TO Appendix D

     

    (a)           First
      priority shall be given to maximizing the consistency of the resolution of
      the
      Dispute with the satisfaction of all express obligations of the Partners and
      their Affiliates as set forth in the Partnership Agreement.

     

    (b)           Second
      priority shall be given to resolution of the Dispute in a manner which best
      achieves the objectives of the business activities and arrangements under the
      Partnership Agreement and the Related Agreements and permits the Partners to
      realize the benefits intended to be afforded thereby.

     

    (c)           Third
      priority shall be given to such other matters, if any, as the Partners or the
      Arbitrator shall determine to be appropriate under the
      circumstances.

     


    
      
              

          D-4      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      E

    TO
      LIMITED PARTNERSHIP AGREEMENT

     

    DIVISION
      OF PARTNERSHIP BUSINESS

     

    If
      the
      Partnership is dissolved and Section 12.2(e) applies to the winding up of
      the affairs of the Partnership, the Partnership properties shall, to the extent
      legally and contractually feasible and, after satisfaction of the liabilities
      of
      the Partnership (whether by payment or reasonable provision for payment), be
      distributed in kind to the Partners in accordance with a division (the
“Division”) of the properties.  The Division shall be
      implemented by dividing the properties, to the extent feasible, in accordance
      with the following priorities and principles:

     

    
      	
              A.

            	
              First
                priority shall be given to maximizing the consistency of the Division
                with
                a division of the Partnership properties that allocates to each Partner
                (subject to such Partner’s Percentage Interest of the Partnership’s
                liabilities) Partnership properties in proportion to the value of
                such
                Partner’s Percentage Interest in the Partnership’s business taking into
                account the aggregate Asset Fair Market Value of the Partnership’s
                properties and the value and benefits afforded to such Partner under
                the Partnership Agreement and the other Related
                Agreements.

            


    

     

    
      	
              B.

            	
              Second
                priority shall be given to the allocation of the Partnership’s various
                assets and business units between the Partners so as to maximize
                the
                aggregate going concern value of the respective assets and business
                units
                allocated to each Partner, taking into account, without limitation,
                the
                potential synergies and efficiencies that are reasonably achievable
                in
                connection with the operation of such allocated assets and business
                units
                as an independent ­business
                entity.

            


    

     

    
      	
              C.

            	
              Third
                priority shall be given to maximizing the consistency of the Division
                with
                the nature and quality of the Assets and Contributed Business originally
                transferred to the Partnership by the respective Partners or their
                Affiliates.

            


    

     

    Absent
      an
      agreement by the Partners or direction by the Neutral as to both (i) how the
      Partners should allocate Partnership debt and (ii) the process for relieving
      each Partner of liability for that portion of Partnership debt allocated to
      the
      other Partner, the Partners (A) shall be jointly and severally liable to the
      holders of all Partnership debt and (B) as between the Partners, each Partner
      shall be obligated to pay to holders of the debt its Percentage Interest of
      all
      payments of principal and interest on Partnership Debt. Notwithstanding the
      foregoing, the Neutral shall be entitled to direct, and any Partner may propose,
      an alternative allocation of Partnership debt in any circumstance where such
      alternative allocation is reasonably likely to result in a Division that is
      more
      consistent with the priorities outlined above.

     

    For
      purposes of this Appendix E, Lyondell LP4 and its Affiliated Limited Partners
      shall be treated as if they were a single Partner and Millennium GP and
      Millennium LP1 shall be treated as if they were a single Partner.

     

    The
      Partners shall attempt to agree on a plan for a mutually acceptable Division.
      If
      they are unable to so agree after 60 days following the occurrence of the
      dissolution, a Neutral shall be appointed in accordance with Appendix J) and
      each Partner shall submit to the Neutral a written proposal for a Division.
      The
      Neutral shall decide which of the two proposals (without in anyway modifying
      or
      compromising between the two proposals) more closely follows the priorities
      and
      principles. set forth above, and the proposal so chosen shall thereupon be
      binding Upon all Partners and shall be promptly implemented Under the direction
      of the Neutral. The Neutral shall be entitled to employ (at the expense of
      the
      Partnership) such financial and accounting advisors and shall counsel as he
      or
      she shall select, provided that no such advisor or counsel shall have any
      affiliation with any Partner.

     

    


     


    
      
        E-1    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.3(e)


     

    Effective
      Date Capital Account Balances

     

     

    Column
      I
      reflects Capital Accounts after the contributions of the Occidental Partners
      on
      May 15, 1998 (the “Initial Effective Date”) and the Initial Effective
      Date adjustments to the Capital Accounts of the Initial Partners, but before
      the
      other contributions and distributions described in Section
      2.3(e).  Column II indicates the amount of the contributions and
      distributions described in 2.3(e) other than accrued
      interest.  Column III reflects the Capital Accounts if such
      contributions and distributions were made (and accrued interest was paid and
      distributed) on the Initial Effective Date.  Column IV reflects
      the number of Units owned by each Partner as of the Initial Effective
      Date.

     

    
      	
              Partner           

            	 	
              I

            	 	 	
              II

            	 	 	
              III

            	 	 	
              IV

            	 
	
               

              Lyondell
                GP

            	 	$	
              42,451,400

            	 	 	 	 	 	$	
              42,451,400

            	 	 	 	
              820

            	 
	
              Lyondell
                LP

            	 	 	
              1,942,768,600

            	 	 	$	148,350,000	*	 	 	
              2,080,118,600

            	 	 	 	
              40,180

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              41,000

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Millennium
                GP

            	 	 	
              30,544,300

            	 	 	 	 	 	 	 	
              30,544,300

            	 	 	 	
              590

            	 
	
              Millennium
                LP

            	 	 	
              1,720,020,000

            	 	 	 	(223,350,000	)	 	 	
              1,496,670,000

            	 	 	 	
              28,910

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              29,500

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Occidental
                GP

            	 	 	
              15,272,150

            	 	 	 	 	 	 	 	
              15,272,150

            	 	 	 	
              295

            	 
	
              Occidental
                LP1

            	 	 	
              342,872,650

            	 	 	 	 	 	 	 	
              342,872,650

            	 	 	 	
              6,623

            	 
	
              Occidental
                LP2

            	 	 	
              1,588,770,000

            	 	 	 	(419,700,000	)	 	 	
              1,169,070,000

            	 	 	 	
              22,582

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              29,500

            	 
	 	 	$	
              5,671,699,100

            	 	 	$	(494,700,000	)	 	$	
              5,176,999,100

            	 	 	 	 	 


    

    


     

    *
      The
      difference between Lyondell LP’s contribution of $345 million to satisfy the
      Lyondell Note and the distribution to it of $196,650,000 (57%) of the proceeds
      from such note.

     


    
      
              

          1    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.4

     

    Per
      Unit
      Value for Capital Contributions Between

    Effective
      Time and January 31, 2008

     

    


     

    The
      value
      of a single Unit shall be $44,500.00 (forty-four thousand five hundred
      dollars).

     

    Such
      Unit
      value shall apply for purposes of computing Units  from Unilateral
      Capital Contributions between the Effective Time and January 31, 2008 and
      reflects the latest information available from an independent appraiser;
      provided, however,  the number of Units for Unilateral Capital
      Contributions made between the Effective Time and January 31, 2008, may be
      adjusted and recalculated effective as of  January 1, 2008, if all
      partners agree that such action is further necessary to reflect additional
      information that may become available after January 1, 2008, but only in the
      event such agreement is reached by April 15, 2008.

     

    


     


    
      
        1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.6(A)

     

    FORM
      OF INDEMNITY

     

    THIS
      INDEMNITY (this “Indemnity”) by
[insert name of Millennium indemnitor], a [insert
      state] corporation (“Millennium Indemnitor”), is in favor of EQUISTAR
      CHEMICALS, LP, a Delaware limited partnership (the “Partnership”).

     

    RECITALS:

     

        A.           The
      indemnity provided in this Indemnity reasonably may be expected to benefit,
      directly or indirectly, Millennium Indemnitor.  Further, it is in the
      best interests of Millennium Indemnitor to provide the indemnity set forth
      hereunder, and such indemnity is necessary or convenient to the conduct,
      promotion or attainment of the business of Millennium Indemnitor.

     

        B.           This
      Indemnity is issued pursuant to Section 8.6(b) of the Amended and Restated
      Limited Partnership Agreement of the Partnership, as amended through
[insert date] (the “Partnership Agreement”), among
[insert names of partners] (such partnership agreement as so
      amended, the “Partnership Agreement”).

     

    AGREEMENTS:

     

               NOW,
      THEREFORE, Millennium Indemnitor hereby agrees as follows:

     

    1.           Notwithstanding
      any other provision of this Indemnity but subject to paragraph 6 below,
      Millennium Indemnitor shall be obligated to contribute to the Partnership
[insert description of contribution], but only after the
      holders of the Referenced Obligations shall have pursued their remedies to
      compel payment of the Referenced Obligations by the Partnership, and if, after
      exhaustion of all available remedies, including, without limitation, the
      liquidation of assets, payment cannot be obtained from the
      Partnership.  For purposes of this Indemnity, the “Referenced
      Obligations” are [insert description of Referenced
      Obligations].

     

    2.           The
      obligations of Millennium Indemnitor hereunder to the Partnership shall not
      be
      subject to any reduction, limitation, impairment or termination for any reason,
      and shall not be subject to any defense or setoff, counterclaim, recoupment
      or
      termination whatsoever, by reason of the invalidity, illegality or
      unenforceability of the Referenced Obligation, any impossibility in the
      performance of the Referenced Obligation or otherwise, subject to
      paragraph 6 below.  Without limiting the generality of the
      foregoing, except as aforesaid, the obligations of Millennium Indemnitor
      hereunder shall not be discharged or impaired or otherwise affected by any
      waiver or modification of any of the Referenced Obligation, by any default,
      failure or delay, willful or otherwise, in the performance of the Referenced
      Obligation, or by any other act or omission which may or might in any manner
      or
      to any extent vary the risk of Millennium Indemnitor or otherwise operate as
      a
      discharge of Millennium Indemnitor as a matter of law or equity.

     

                  
      3.           Millennium
      Indemnitor further agrees that its obligations hereunder shall continue to
      be
      effective or be reinstated, as the case may be, if at any time payment, or
      any
      part thereof, of any of the Referenced Obligation is rescinded or must otherwise
      be restored by the Partnership upon the bankruptcy or reorganization of an
      Issuer or otherwise, unless those obligations of Millennium Indemnitor have
      otherwise been terminated in accordance with the terms of this
      Indemnity.

     

    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           The
      Partnership agrees that it shall not assign any of its right, title and interest
      in and to this Indemnity.  This Indemnity shall not be construed to
      create any right in the holders of the Referenced Obligations or any other
      person (other than Millennium Indemnitor, the Partnership, [insert the
      names of the non-Millennium partners], and, in each case, their
      respective successors and permitted assigns), or to be a contract in whole
      or in
      part for the benefit of the holders of the Referenced Obligations, or any other
      person except the Partnership.  Accordingly, the holders of the
      Referenced Obligations shall not, by reason of this Indemnity, have a greater
      or
      superior claim compared to other obligees of the Partnership, to or as a result
      of any amounts contributed by Millennium Indemnitor to the Partnership pursuant
      to this Indemnity. 

     

    5.           Notwithstanding
      any other provision of this Indemnity, this Indemnity shall terminate on
      [insert the termination date or mechanism].

     

    6.           This
      Indemnity shall be construed and interpreted in accordance with and governed
      by
      the laws of the State of [insert state].

     

    7.           This
      Indemnity may be executed in one or more counterparts, each of which shall
      constitute an original and all of which when taken together shall constitute
      one
      and the same original document.

     

    8.           The
      existence of this Indemnity shall not prohibit the Partnership from refinancing
      or repaying any Referenced Obligations at any time, subject to the other
      provisions of the Partnership Agreement.

     

    9.           Nothing
      in this Indemnity shall be construed or interpreted to amend the Partnership
      Agreement in any respect.

     

    10.           All
      notices, requests and other communications that are required or may be given
      under this Indemnity shall be in writing and shall be deemed to have been duly
      given if and when (i) transmitted by facsimile with proof of confirmation from
      the transmitting machine or (ii) delivered by commercial courier or other hand
      delivery as follows:

     

    


    
      	
              If
                to the Partnership:

            	
               

            


    

    
      	 	 Equistar
              Chemicals, LP


      	
               

            	
              1221
                McKinney Street

            


    

    
      	
               

            	
              Houston,
                Texas 77252-2583

            


    

    
      	
               

            	
              Attention:  General
                Counsel

            


    

    
      	
               

            	
              Facsimile
                Number:  (713) 309-4718

            


    

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              If
                to the Indemnitor:

            	
               

            


      
        	 	 


        	
                 

              	
                 

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                Attention:  Gene

              


      

      
        	
                 

              	
                Facsimile
                  Number: 

              


      

    

     

    
      	
              with
                a copy to:

            	 	 


    

    
      
        	 	 


        	
                 

              	
                 

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                Attention:  Gene

              


      

      
        	
                 

              	
                Facsimile
                  Number: 

              


      

      
Dated
        As
        Of:  [insert date]

    

     

    [MILLENNIUM
      INDEMNITOR]

    


    


    By:                                           

    Name:                                                      

    Title:                                                      

     

    


     

    ACCEPTED
      AND AGREED

     

    EQUISTAR
      CHEMICALS, LP

     

    By:                                                              

    Name:                                                              

    Title:                                                              

     


    
      
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    SCHEDULE
      8.6(B)

     

    FORM
      OF INDEMNITY AGREEMENT AMONG PARTNERS

     

    This
      Indemnity Agreement Among Partners
      (this “Agreement”), dated as of [insert date], is entered into
      among [insert name of Millennium indemnitor] (“Millennium
      Indemnitor”), [list all the partners in the
      Partnership].

     

    WHEREAS,
      Equistar
      Chemicals, LP, a Delaware limited partnership (the “Partnership”), is governed
      by the Amended and Restated Limited Partnership Agreement of Equistar Chemicals,
      LP, as amended through [insert date] (the “Partnership
      Agreement”), among [insert names of partners] (such partnership
      agreement as so amended, the “Partnership Agreement”);

     

    WHEREAS,
      the purpose
      of this Agreement is to carry out the intention of the parties hereto that,
      if
      the assets of the Partnership are insufficient to discharge the Partnership's
      liabilities for which an indemnification is made, then to the extent and in
      the
      amount provided in the Millennium Indemnity, Millennium Indemnitor shall be
      ultimately responsible for any liabilities of the Partnership that remain
      unpaid;

     

    NOW,
      THEREFORE, the
      parties to this Agreement agree as follows:

     

    1.           Millennium
      Indemnity.  If any Partner, former Partner or a Related Person of
      any Partner or former Partner is required to pay any portion of the Referenced
      Obligation (whether paid directly, as a result of the Partner's deficit
      restoration obligation set forth in Section 12.2(d)(ii) of the Partnership
      Agreement or the Partner's right of contribution or otherwise) and, as a result,
      the amount Millennium Indemnitor would otherwise be required to pay pursuant
      to
      the Millennium Indemnity is reduced, then Millennium Indemnitor shall pay to
      such Partner, former Partner or Related Person an amount equal to such
      reduction.  For purposes of the Partnership Agreement, any payment
      made pursuant to this Section 1 shall be treated as a contribution by the
      Millennium Indemnitor to the Partnership for the benefit of the Millennium
      partner named in the Millennium Indemnity, and a distribution by the Partnership
      to the Partner to which any such payment is made.

     

    2.           Duration
      of Obligations.  Except with respect to any amount then owing, the
      obligations of Millennium Indemnitor under Section 1 hereof shall terminate
      immediately upon the termination of the Millennium Indemnity.

     

    3.           Definitions.  For
      purposes of this Agreement,

     

    (a)           the
      assets of the Partnership do not include (i) the obligation of any Partner
      to
      make contributions to the Partnership (including as a result of the Partner’s
      deficit restoration obligation set forth in Section 12.2(d)(ii) of the
      Partnership Agreement); (ii) the obligations of [identify parties
      to the Parent
      Agreement] under the [identify the then current version
      of the Parent Agreement]; (iii) the obligations of Millennium
      Indemnitor under the Millennium Indemnity; and (iv) the obligations of any
      Partner or Related Person to perform under any other guarantee or similar
      obligation;

     

    
      
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    (b)           “Millennium
      Indemnity” means that indemnity provided to the Partnership by
[insert name of Millennium indemnitor] pursuant to the
      Indemnity dated as of [insert date];

     

    (c)           “Partner”
      has the meaning set forth in the Partnership Agreement;

     

    (d)           “Referenced
      Obligation” has the meaning set forth in the Millennium Indemnity;
      and

     

    (e)           “Related
      Person” with respect to any Partner, has the meaning set forth in Treasury
      Regulation §1.752-4(b).

     

    4.           No
      Third Party Beneficiaries.  This Agreement is made solely for the
      benefit of the parties hereto and the Related Persons and any former partner
      referred to herein, and no other person, including the Partnership or any
      creditor of the Partnership, shall have any right, claim, or cause of action
      under or by virtue of this Agreement.

     

    5.           Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which when taken
      together shall constitute one and the same original document.

     

    6.           Governing
      Law.  The laws of the State of Delaware shall govern the
      construction, interpretation and effect of this Agreement without giving effect
      to any conflicts of law principles.

     

    7.           Refinancing
      or Repaying Referenced Obligations.  The existence of this
      Agreement shall not prohibit the Partnership from refinancing or repaying any
      Referenced Obligations (as defined in the Millennium Indemnity) at any time,
      subject to the other provisions of the Partnership Agreement.

     

    8.           No
      Amendment to the Partnership Agreement.  Nothing in this Agreement
      shall be construed or interpreted to amend the Partnership Agreement in any
      respect.

     

    Executed
      as of the date first above written.

     

    


     

    [Insert
      name of Millennium Indemnitor]

     

    [Insert
      names of all the Partners in Equistar]

     

    


     

    
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