exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




by and among



LyondellBasell Industries N.V.



and



the Holders (as defined herein)



Dated as of April 30, 2010







 









 








REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made as of April 30, 2010 by and
among LyondellBasell Industries N.V., a public limited liability company (naamloze vennootschap)
formed under the laws of The Netherlands (the “Parent Guarantor”), Lyondell Chemical Company, a
Delaware corporation (the “Company”), the Subsidiary Guarantors identified on the signature pages
hereto and the Holders (as defined below). Capitalized terms used but not otherwise defined herein
are defined in Section 1 hereof.



     This Agreement is made pursuant to the Plan of Reorganization (as defined below) and the
Indenture (as defined below) relating to the 11% Senior Secured Notes due 2018 (the “Notes”), for
the benefit of the Holders from time to time. The Notes are fully and unconditionally guaranteed
(the “Guarantees”) by the Parent Guarantor and the Subsidiary Guarantors (collectively, the
“Guarantors”) pursuant to the Indenture. The Notes and the Guarantees attached thereto are herein
collectively referred to as the “Securities.”



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     8% Notes: The 8% Senior Secured Notes due 2017 issued by LBI Escrow Corporation on April 8,
2010, to be assumed by the Company and guaranteed by the Guarantors on the date of this Agreement.



     8% Notes Registration Rights Agreement: The Registration Rights Agreement dated as of April 8,
2010 by and among LBI Escrow Corporation, the Parent Guarantor and the initial purchasers named
therein, as amended on the date of this Agreement.



     Business Day: Any day other than a Saturday, Sunday or other day on which banking
institutions or trust companies are authorized or required by law to close in New York City, London
or The Netherlands.



     Commission: The United States Securities and Exchange Commission.



     Effectiveness Target Date: The date that is the earlier of (1) 365 days after the date of
this Agreement or if such 365th day is not a Business Day, the next succeeding Business Day and (2)
the date that the Exchange Offer Registration Statement required by the 8% Notes Registration
Rights Agreement is declared effective by the Commission.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Company under the Securities Act of the offer to
exchange the 8% Notes for a like principal amount of similar notes that have been registered under
the Securities Act, which offer to exchange is required to be made pursuant to the 8% Notes
Registration Rights Agreement.



 









 





     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 7(a) hereof.



     Indenture: The Indenture, dated as of April 30, 2010, by and among the Company, the
Guarantors and Wells Fargo Bank, N.A., as trustee and collateral agent, pursuant to which the
Securities are to be issued, as such Indenture is amended or supplemented from time to time in
accordance with the terms thereof.



     Initial Placement: The issuance by the Company of the Securities to the Holders pursuant to
the Plan of Reorganization.



     Notes: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Plan of Reorganization: The Plan of Reorganization of LyondellBasell Industries AF S.C.A. and
certain of its subsidiaries and affiliates under chapter 11, title 11 of the United States Code, 11
U.S.C. §§101-1532.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 4 hereof.



     Registration Statement: Any registration statement of the Company relating to the
registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 3(a) hereof.



     Shelf Registration Statement: As defined in Section 3(a) hereof.



     Transfer Restricted Securities: Each Security owned by a Holder, until the earliest to occur
of (a) the date on which such Security has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement pursuant to this Agreement,



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 (b) the date on which such securities are disposed of pursuant to Rule 144 (or any
successor rule then in effect) promulgated under the Securities Act and (c) the date on which such
Securities cease to be outstanding and have been cancelled by the Trustee pursuant to the terms of
the Indenture.




     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which Transfer
Restricted Securities are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.
Each Holder on the date of this Agreement is identified as such on the signature pages hereto.



     SECTION 3. Shelf Registration.



     (a) Unless there are no Transfer Restricted Securities outstanding, each of the Company and
the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the
Commission as soon as reasonably practicable but in any event no later than the Effectiveness
Target Date, a shelf registration statement pursuant to Rule 415 under the Securities Act (the
“Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of
all Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 3(c) hereof, (ii) use their commercially reasonable efforts to cause
such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably
practicable but in any event no later than the Effectiveness Target Date and (iii) in connection
with the foregoing, file (A) all pre-effective amendments to such Shelf Registration Statement as
may be necessary in order to cause such Shelf Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under
the Securities Act and (C) cause all necessary filings in connection with the registration and
qualification for resale of the Transfer Restricted Securities to be made under the state
securities or blue sky laws of such jurisdictions as are necessary. The Shelf Registration
Statement shall be on the appropriate form permitting resales of Transfer Restricted Securities
held by the Holders as contemplated by this Agreement.



     (b) Each of the Company and the Guarantors shall use its commercially reasonable efforts to
keep such Shelf Registration Statement continuously effective, supplemented and amended as required
by the provisions of Sections 5(a) and (b) hereof to the extent necessary to ensure that it is
available for resales of Securities by the Holders of Transfer Restricted Securities entitled to
the benefit of this Section 3, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) the date when all the
Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant



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to such Shelf Registration Statement and (ii) the date when there are no Transfer Restricted
outstanding (the “Shelf Registration Period”).




     (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not to contain an untrue statement of material fact or omit
to state any fact necessary to make the statement therein not misleading.



     SECTION 4. Additional Interest. If the Shelf Registration Statement (x) does not become
effective on or prior to the Effectiveness Target Date, or (y) becomes effective but thereafter
ceases to be effective or the corresponding Prospectus fails to be usable for its intended purpose
at any time during the Shelf Registration Period, and such failure to remain effective or usable
exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event
referred to in the foregoing clauses (x) or (y) a “Registration Default”), the Company hereby
agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by
0.25% per annum during the 90-day period immediately following the occurrence of any Registration
Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in
no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on
which there are no outstanding Transfer Restricted Securities and (z) the date that is two and one
half years after the Release Date, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer Restricted
Securities; provided, however, that, if after any such reduction in interest rate, a different
Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions.



     Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase
because more than one Registration Default has occurred and is pending.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



     SECTION 5. Registration Procedures.



     (a) Shelf Registration Statement. In connection with the Shelf Registration Statement, each
of the Company and the Guarantors shall comply with all the provisions of Section 5(b) hereof and
shall use its commercially reasonable efforts to effect such registration (unless automatically
declared effective) to permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and pursuant thereto each
of the Company and the Guarantors will as soon as commercially reasonable prepare



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 and file with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended method or methods of distribution
thereof.




     (b) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities, each of
the Company and the Guarantors shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective during the period of this Agreement and provide all requisite
financial statements (including, if required by the Securities Act or any regulation
thereunder, financial statements of the Guarantors for the period specified in Section 3
hereof; upon the occurrence of any event that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain a material misstatement or omission or (B)
not to be effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company shall file promptly an appropriate amendment
to such Registration Statement, in the case of clause (A), correcting any such misstatement
or omission, and, in the case of either clause (A) or (B), use its commercially reasonable
efforts to cause such amendment to be declared effective (unless automatically declared
effective) and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 hereof, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Securities Act in a timely manner; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of



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any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements therein not
misleading. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or blue sky laws,
each of the Company and the Guarantors shall use its commercially reasonable efforts to
obtain the withdrawal or lifting of such order at the earliest possible time;




     (iv) furnish without charge to each selling Holder named in any Registration Statement,
and each of the underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or supplements
to any such Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which documents will be
subject to the review and comment of such Holders and underwriter(s) in connection with such
sale, if any, for a period of at least five Business Days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which a Holder of Transfer Restricted Securities covered by such Registration
Statement or the underwriter(s), if any, shall reasonably object in writing within five
Business Days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period). The objection of a Holder or
underwriter, if any, shall be deemed to be reasonable if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a
material misstatement or omission; Notwithstanding the last two sentences, the Company shall
not be prohibited from making any filing that is, in the opinion of counsel to the Company,
necessary to comply with applicable law;




     (v) [Reserved];




     (vi) make available, subject to customary confidentiality agreements, at reasonable
times for inspection by the managing underwriter(s), if any, participating in any
disposition pursuant to such Registration Statement and any attorney or accountant retained
by any of the underwriter(s) or selling Holders, all financial and other records, pertinent
corporate documents and properties of each of the Company and the Guarantors and cause the
Company’s and the Guarantor’ officers, directors and employees to supply all information, in
each case as shall be reasonably necessary to enable any such Holder, underwriter, attorney
or accountant to exercise any applicable responsibilities in connection with such
Registration Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness and to participate in meetings with investors to the
extent requested by the managing underwriter(s), if any;




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and underwriter(s),



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 if any, may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other terms of the offering of the Transfer Restricted Securities to be
sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the matters
to be incorporated in such Prospectus supplement or post-effective amendment;




     (viii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Transfer Restricted Securities covered thereby or
the underwriter(s), if any;




     (ix) furnish to each selling Holder and each of the underwriter(s), if any, without
charge, at least one copy of the Registration Statement, as first filed with the Commission,
and of each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein
by reference);




     (x) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Company
and the Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;




     (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other commercially reasonable actions in
connection therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any Registration Statement contemplated by this Agreement,
all to such extent as may be reasonably requested by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Registration
Statement contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten Registration, each of
the Company and the Guarantors shall:




     (A) furnish to each selling Holder and each underwriter, if any, in such
substance and scope as they may request and as are customarily made by issuers to
underwriters in primary underwritten offerings, upon the effectiveness of the Shelf
Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement, signed by (y) the President or any Vice President
and (z) a principal financial or accounting officer of each of the Company
and the Guarantors, confirming, as of the date thereof, the matters set
forth



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in paragraphs (i), (ii) and (iii) of Section 5(e) of the purchase
agreement dated as of March 24, 2010 relating to the 8% Notes (the “8% Notes
Purchase Agreement”) as if they applied to the Securities and such other
matters as such parties may reasonably request;




     (2) if requested by a majority of the Holders, an opinion, dated the
date of effectiveness of the Shelf Registration Statement, of counsel for
the Company and the Guarantors, covering the matters set forth in the
opinion delivered pursuant to Section 5(c) of the 8% Notes Purchase
Agreement as if they applied to the Securities and such other matter as such
parties may reasonably request, and in any event including a statement to
the effect that such counsel has participated in conferences with officers
and other representatives of the Company and the Guarantors, representatives
of the independent public accountants for the Company and the Guarantors,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement
as of its date, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. Without limiting the foregoing, such counsel may state further
that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the related
Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 7 hereof
with respect to all parties to be indemnified pursuant to said Section; and



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     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 5(b)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 5(b)(xi), if any.




     If at any time the representations and warranties of the Company and the Guarantors
contemplated in Section 5(b)(xi)(A)(1) hereof cease to be true and correct, the Company or
the Guarantors shall so advise the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the
state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Shelf Registration Statement; provided, however, that neither the
Company nor the Guarantors shall be required to register or qualify as a foreign corporation
where it is not then so qualified or to take any action that would subject it to the service
of process in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not then so subject;




     (xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xiv) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 5(b)(xii)
hereof;




     (xv) if any fact or event contemplated by Section 5(b)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;




     (xvi) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the



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Indenture with printed certificates for such Securities which are in a form eligible
for deposit with the Depository Trust Company and take all other action necessary to ensure
that all such Securities are eligible for deposit with the Depository Trust Company;




     (xvii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xviii) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the
end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters
in a firm commitment or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration Statement;




     (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Transfer Restricted
Securities to effect such changes to the Indenture as may be required for such Indenture to
be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and
use its commercially reasonable efforts to cause the Trustee to execute, all documents that
may be required to effect such changes and all other forms and documents required to be
filed with the Commission to enable such Indenture to be so qualified in a timely manner;




     (xx) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if reasonably requested by the Holders of a majority in aggregate
principal amount of Transfer Restricted Securities or the managing underwriter(s), if any;
and




     (xxi) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 5(b)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(b)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the



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Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 5(b)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 5(b)(xvi)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 4 hereof or the
amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a Registration Default for
purposes of Section 4 hereof.




     SECTION 6. Registration Expenses.



     (a) All reasonable and documented expenses incident to the Company’s and the Guarantor’s
performance of or compliance with this Agreement will be borne by the Company and the Guarantors,
jointly and severally, regardless of whether a Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees and expenses (including filings made by
any Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and one counsel to such person, that may be required by the rules and regulations of
the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities
or blue sky laws; (iii) all expenses of printing, messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section
6(b) hereof, all reasonable fees and disbursements of one counsel to the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with listing the
Securities on a securities exchange or automated quotation system pursuant to the requirements
thereof, if requested pursuant to Section 5(b); and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).



     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement, the Company and
the Guarantors, jointly and severally, will reimburse the Holders of Transfer Restricted Securities
being registered pursuant to such Registration Statement for the reasonable fees and disbursements
of not more than one counsel, which counsel shall be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.



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     SECTION 7. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents of any Holder or
any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and reasonable expenses (including,
without limitation, and as incurred, reimbursement of all reasonable costs of investigating,
preparing, pursuing, settling, compromising, paying or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, including
the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly
or indirectly caused by, related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders, its directors, officers, employees or controlling
persons furnished in writing to the Company by any of the Holders expressly for use therein. This
indemnity agreement shall be in addition to any liability which the Company or any Guarantor may
otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement. Such
Indemnified Holder shall have the right to employ its own counsel in any such action and the fees
and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder). The Company and the Guarantors shall not, in connection with any one
such action or proceeding or separate but substantially similar or related actions or proceedings
in the same jurisdiction arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Company and the Guarantors shall be liable for any settlement of any such action or
proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent
shall not be withheld unreasonably, and each of the Company and the Guarantors agree to indemnify
and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written consent of the Company
and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of
each Indemnified Holder, settle or compromise or



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consent to the entry of judgment in or otherwise seek to terminate any pending or threatened
action, claim, litigation or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination (i) includes an unconditional release of each
Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding
and (ii) does not include any statements as to or any findings of fault, culpability or failure to
act by or on behalf of any indemnified party.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement; provided that the total amount to be indemnified
by such Holder pursuant to this Section 7(b) shall be limited to the net proceeds (after deducting
underwriters’ discounts and commissions) received by such Holder in the offering to which such
Registration Statement relates. In case any action or proceeding shall be brought against the
Company, the Guarantors or their respective directors or officers or any such controlling person in
respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the
Guarantors, their respective directors and officers and such controlling person shall have the
rights and duties given to each Holder by the preceding paragraph.



     (c) If the indemnification provided for in this Section 7 is unavailable to an indemnified
party under Section 7(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.




-13-











 




 The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in the second paragraph of Section 7(a) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or
claim.




     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 7(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 7, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total net proceeds
(after deducting underwriters’ discounts and commissions) received by such Holder with respect to
the Securities exceeds the amount of any damages which such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 7(c)
are several in proportion to the respective principal amount of Transfer Restricted Securities held
by each of the Holders hereunder and not joint.



     SECTION 8. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.



     SECTION 9. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



     SECTION 10. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities
included in such offering; provided, however, that such investment banker(s) and managing
underwriter(s) must be reasonably satisfactory to the Company.



-14-









 





     SECTION 11. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has not previously entered
into any agreement granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’
securities under any agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 4 hereof and this Section 11(c)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates).



     (d) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the signature page hereto or as set
forth on the records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and




     (ii) if to the Company:


Lyondell Chemical Company

1221 McKinney St

Suite 700

Houston, TX 77010

Facsimile: (713) 652-7312

Attention: Gerald A. O’Brien




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



-15-









 





     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



[Signature pages to follow]




-16-









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	LYONDELLBASELL INDUSTRIES N.V

 	 
	 	By:  	/s/ Gerald A. O’Brien
 	 
	 	 	Name:  	Gerald A. O’Brien      	 
	 	 	Title:  	Authorized Person 	 
	 
	 	LYONDELL CHEMICAL COMPANY

 	 
	 	By:  	/s/ Gerald A. O’Brien
 	 
	 	 	Name:  	Gerald A. O’Brien 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	BASELL NORTH AMERICA INC.

EQUISTAR CHEMICALS, LP

EQUISTAR GP, LLC

EQUISTAR LP, LLC

HOUSTON REFINING LP

LYONDELLBASELL ACETYLS, LLC

LYONDELLBASELL ACETYLS HOLDCO, LLC

LYONDELLBASELL F&F HOLDCO, LLC

LYONDELLBASELL FINANCE COMPANY

LYONDELLBASELL FLAVORS & FRAGRANCES, LLC

LYONDELL CHEMICAL INTERNATIONAL COMPANY

LYONDELL CHEMICAL OVERSEAS SERVICES, INC.

LYONDELL CHIMIE FRANCE LLC

LYONDELL REFINING COMPANY LLC

 	 
	 	By:  	/s/ Gerald A. O’Brien
 	 
	 	 	Name:  	Gerald A. O’Brien 	 
	 	 	Title:  	Authorized Person 	 
	 



(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	LYONDELL CHEMICAL DELAWARE COMPANY

LYONDELL CHEMICAL PROPERTIES, L.P.

LYONDELL CHEMICAL TECHNOLOGY 1 INC.

LYONDELL CHEMICAL TECHNOLOGY MANAGEMENT, INC.

LYONDELL CHEMICAL TECHNOLOGY, L.P.

LYONDELL EUROPE HOLDINGS INC.

LYONDELL REFINING I LLC

 	 
	 	By:  	/s/ Francis P. McGrail
 	 
	 	 	Name:  	Francis P. McGrail      	 
	 	 	Title:  	Authorized Person 	 
	 



(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	HOLDERS:



LEVERAGESOURCE III S.À R.L.

 	 
	 	By:  	/s/ Wendy Dulman
 	 
	 	 	Name:  	Wendy Dulman 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	              /s/ F. Cannizzaro di Belmontino
 	 
	 	 	Name:  	F. Cannizzaro di Belmontino 	 
	 	 	Title:  	Class B Manager 	 
	 



Address:




15 rue Edward Steíchen

L-2540 Luxembourg, Grand Duchy of Luxembourg




(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	AIE EUROLUX S.À R.L.

 	 
	 	By:  	/s/ Wendy Dulman
 	 
	 	 	Name:  	Wendy Dulman 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	              /s/ F. Cannizzaro di Belmontino
 	 
	 	 	Name:  	F. Cannizzaro di Belmontino 	 
	 	 	Title:  	Class B Manager 	 
	 



Address:




7 Val Ste Croix

L-1371 Luxembourg, Grand Duchy of Luxembourg




(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	LEVERAGESOURCE XI S.À R.L.

 	 
	 	By:  	/s/ Wendy Dulman
 	 
	 	 	Name:  	Wendy Dulman 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	              /s/ F. Cannizzaro di Belmontino
 	 
	 	 	Name:  	F. Cannizzaro di Belmontino 	 
	 	 	Title:  	Class B Manager 	 
	 



Address:




15 rue Edward Steíchen

L-2540 Luxembourg, Grand Duchy of Luxembourg




(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	ACLF CO-INVEST / LYONDELL S.À R.L.

 	 
	 	By:  	/s/ Joseph Glatt
 	 
	 	 	Name:  	Joseph Glatt 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	              /s/ F. Cannizzaro di Belmontino
 	 
	 	 	Name:  	F. Cannizzaro di Belmontino 	 
	 	 	Title:  	Class B Manager 	 
	 



Address:




15 rue Edward Steíchen

L-2540 Luxembourg, Grand Duchy of Luxembourg




(Signature Page for Notes Registration Rights Agreement)





 









 





	 	 	 	 	 
	 	ACLF / LYONDELL S.À R.L.

 	 
	 	By:  	/s/ Joseph Glatt
 	 
	 	 	Name:  	Joseph Glatt 	 
	 	 	Title:  	Class A Manager 	 
	 
	 	 	 
	 	By:  	              /s/ F. Cannizzaro di Belmontino
 	 
	 	 	Name:  	F. Cannizzaro di Belmontino 	 
	 	 	Title:  	Class B Manager 	 
	 



Address:




15 rue Edward Steíchen

L-2540 Luxembourg, Grand Duchy of Luxembourg




(Signature Page for Notes Registration Rights Agreement)