equ8k-120607exhibit416c.htm


     

     

    Exhibit
      4.16(c)

     

     

     

     

    SECOND
      SUPPLEMENTAL INDENTURE

     

     

    dated
      as
      of December 6, 2007

     

     

    among

     

     

    EQUISTAR
      CHEMICALS, LP,

     

     

    EQUISTAR
      FUNDING CORPORATION

     

     

    as
      Issuers

     

     

    and

     

     

    THE
      BANK
      OF NEW YORK,

     

     

    as
      Trustee

     

     

    __________________________

     

     

    10.625
      %
      Senior Notes due 2011

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    THIS
      SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
      entered into as of December 6, 2007, among Equistar Chemicals, LP, a Delaware
      limited partnership (the “Company”), Equistar Funding Corporation, a Delaware
      corporation (“Equistar Funding” and, together with the Company, the “Issuers”)
      and THE BANK OF NEW YORK, as trustee (the
“Trustee”).

     

     

    RECITALS

     

     

    WHEREAS,
      the Issuers and the Trustee entered into the Indenture, dated as of April 22,
      2003, as amended, supplemented or otherwise modified to date (the
“Indenture”), relating to the Company’s 10.625% Senior Notes
      due 2011 (the “Notes”);

     

     

    WHEREAS,
      Section 9.02 of the Indenture provides that, subject to certain conditions,
      Lyondell, the Trustee and any Subsidiary Guarantor may amend or supplement
      the
      Indenture with the written consent of the Holders of not less than a majority
      in
      aggregate principal amount of the Outstanding Notes; and

     

     

    WHEREAS,
      pursuant to the Issuers’ Offer to Purchase and Consent Solicitation Statement
      dated November 20, 2007 (the “Offer to Purchase”), the consent of the Holders of
      not less than a majority in aggregate principal amount of the Outstanding Notes
      has been obtained to amend Sections 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11,
      4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.23, 5.01, 5.03 and
      6.01
      of the Indenture as set forth below.

     

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein
      contained and intending to be legally bound, the parties hereto hereby agree
      as
      follows:

     

     

    AGREEMENT

     

     

    SECTION
      ONE

     

     

    
      	
              1.1  

            	
              Capitalized
                terms used herein and not otherwise defined herein have the respective
                meanings assigned to such terms in the
                Indenture.

            


    

     

     

    
      	
              1.2  

            	
              The
                Trustee makes no representations as to the validity or sufficiency
                of this
                Supplemental Indenture. The recital contained in the third paragraph
                of
                the recitals herein is deemed to be that of the
                Issuers.

            


    

     

     

    SECTION
      TWO

     

     

    
      	
              2.1  

            	
              Section
                4.04 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.2  

            	
              Section
                4.05 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.3  

            	
              Section
                4.06 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.4  

            	
              Section
                4.07 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.5  

            	
              Section
                4.09 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.6  

            	
              Section
                4.10 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

     [Intentionally
      Omitted].

     

     

    
      	
              2.7  

            	
              Section
                4.11 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.8  

            	
              Section
                4.12 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.9  

            	
              Section
                4.13 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.10  

            	
              Section
                4.14 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.11  

            	
              Section
                4.15 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.12  

            	
              Section
                4.16 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.13  

            	
              Section
                4.17 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.14  

            	
              Section
                4.19 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.15  

            	
              Section
                4.20 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.16  

            	
              Section
                4.21 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.17  

            	
              Section
                4.23 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.18  

            	
              Section
                5.01 of the Indenture shall be amended to read in its entirety as
                follows:

            


    

     

    Section
      5.01. Consolidation, Merger or Sale of Assets by the Company.

     

     (a)  The
      Company may not consolidate with or merge into, or sell, assign, transfer,
      convey or otherwise dispose of all or substantially all of its assets in one
      or
      more related transactions to, any Person, or permit any person to merge with
      or
      into it unless each of the following conditions is satisfied:

     

     

    (i)  Immediately
      after giving effect to such transaction and any related incurrence of
      Indebtedness or issuance of Disqualified Stock, no Default or Event of Default
      shall have occurred and be continuing; and

     

     

    (ii)  Either
      (A) the Company shall be the continuing Person, or (ii) the entity formed by
      such consolidation or into which the Company is merged, or the Person to which
      such properties and assets will have been conveyed or transferred, assumes
      the
      Company's obligation as to the due and  punctual payment of the
      principal of (and premium, if any, on) and interest, if any, on the Notes and
      the performance and observance of every covenant to be performed by the Company
      under the Indenture, the Notes and the Registration Rights Agreement; any such
      entity will be organized under the laws of the United States, one of the States
      thereof or the District of Colombia.

     

     

    (iii)  [Intentionally
      Omitted].

     

     

    (iv)  [Intentionally
      Omitted].

     

     

    (b)  The
      foregoing shall not prohibit the merger or consolidation of a Wholly Owned
      Restricted Subsidiary with the Company; provided that, in connection with any
      such merger or consolidation, no consideration, other than Qualified Equity
      Interests in the surviving Person or the Company, shall be issued or distributed
      to the holders of Equity Interests of the Company.

     

     

    (c)  The
      Company will not lease all or substantially all its assets in one or more
      related transactions to another Person.

     

     

    
      	
              2.19  

            	
              Section
                5.03 of the Indenture shall be amended to read in its entirety as
                follows:

            


    

     

    Section
      5.03. Consolidation, Merger or Sale of Assets by Equistar Funding.

     

    (a)  Equistar
      Funding shall not consolidate with, merge into, sell, assign, convey, transfer,
      lease or otherwise dispose of all or substantially all of its property and
      assets to, any Person, or permit any  Person to merge with or into
      Equistar Funding unless:

     

     

    (i)  Concurrently
      therewith, a corporate Wholly Owned Restricted Subsidiary of Equistar organized
      and validly existing under the laws of the United States of America or any
      jurisdiction thereof (which may be the continuing Person as a result of such
      transaction) shall expressly assume, by a supplemental Indenture, executed
      and
      delivered to the Trustee and in form and substance satisfactory to the Trustee,
      all of the obligations of an Issuer under the Notes, the Indenture and the
      Registration Rights Agreement; or

     

     

    (ii)  After
      giving effect thereto, at least one obligor on the Notes shall be a corporation
      organized and validly existing under the laws of the United States of America
      or
      any jurisdiction thereof.

     

     

    (iii)  [Intentionally
      Omitted.]

     

     

    (b)  Upon
      any
      assumption of the obligations of Equistar Funding by any successors as set
      forth
      above, the successor shall succeed to, and be substituted for (so that from
      and
      after the date of such assumption, the provisions of this Indenture referring
      to
“Equistar Funding” shall refer instead to the successor corporation), and may
      exercise every right and power of, Equistar Funding under this Indenture with
      the same effect as if such successor Person had been named as Equistar Funding
      herein, and the predecessor Equistar Funding shall be released from all its
      obligations hereunder and under the Notes.  If, as a result of any
      such transaction, the Company becomes the successor to Equistar Funding pursuant
      to Section 5.03 (a) (ii), Section 4.17 shall cease to be in effect with respect
      to the Company.

     

     

    
      	
              2.20  

            	
              Section
                6.01 of the Indenture shall be amended to read in its entirety as
                follows:

            


    

     

     

    Section
      6.01. Events of Default. Each
      of the following constitutes an “Event of Default”:

     

     

    (1)  Default
      for 30 days in the payment when due of interest (including the issuance of
      Additional Dividend Notes) or Liquidated Damages on the Notes;

     

     

    (2)  Default
      in payment when due of the principal of or premium, if any, on the Notes at
      maturity or otherwise;

     

     

    (3)  Failure
      by the Issuers to comply with Article 5; and

     

     

    (4)  [Intentionally
      Omitted].

     

     

    (5)   [Intentionally
      Omitted].

     

     

    (6)  [Intentionally
      Omitted].

     

     

    (7)  A
      court
      having jurisdiction in the premises enters a decree or order for relief (i)
      in
      respect of the Company or any Significant Subsidiary in an involuntary case
      under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, (ii) appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official of the Company or any
      Significant Subsidiary or for all or substantially all the property and assets
      of the Company or any Significant Subsidiary or (iii) the winding up or
      liquidation of the affairs of the Company or any Significant Subsidiary and,
      in
      each case, such decree or order shall remain unstayed and in effect for a period
      of 60 consecutive days.

     

     

    (8)  [Intentionally
      Omitted].

     

     

    (9)  [Intentionally
      Omitted].

     

     

    
      	
              2.21  

            	
              Deletion
                of Certain Definitions.  Notwithstanding any provision in the
                Indenture to the contrary, the definition in the Indenture of each
                capitalized term that occurs only within sections of the Indenture
                that
                are intentionally omitted pursuant to this Supplemental Indenture
                (the
                “Indenture Deleted Provisions”), as in effect prior to
                the execution of this Supplemental Indenture, shall be of no further
                force
                or effect.

            


    

     

     

    
      	
              2.22  

            	
              Deletion
                of Certain Cross-References.  Notwithstanding any provision in
                the Indenture to the contrary, each cross-reference to the Indenture
                Deleted Provisions, as in effect prior to the execution of this
                Supplemental Indenture, shall be of no further force or
                effect.

            


    

     

     

    SECTION
      THREE

     

     

    The
      Notes
      include certain of the foregoing provisions from the Indenture. Upon the
      operative date of the Supplemental Indenture, such provisions from the Notes
      shall be deemed deleted or amended as applicable.

     

     

    SECTION
      FOUR

     

     

    Notwithstanding
      an earlier execution date, the provisions of this Supplemental Indenture shall
      not become operative until the time and date upon which the Company notifies
      the
      tender agent for the Notes, D. F. King & Co., Inc., that more than 50% in
      aggregate principal amount of the Outstanding Notes are accepted for purchase
      pursuant to the terms of the Offer to Purchase.

     

     

    SECTION
      FIVE

     

     

    This
      Supplemental Indenture shall be governed by and construed in accordance with
      the
      internal laws of the State of New York.

     

     

    SECTION
      SIX

     

     

    This
      Supplemental Indenture may be signed in various counterparts which together
      shall constitute one and the same instrument.

     

     

    SECTION
      SEVEN

     

     

    This
      Supplemental Indenture is an amendment to the Indenture.  The
      Indenture and this Supplemental Indenture shall henceforth be read
      together.

     

    


    


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    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Supplemental Indenture or have caused this Supplemental Indenture to be duly
      executed on their respective behalf by their respective officers thereunto
      duly
      authorized, as of the day and year first written above.

     

    

      EQUISTAR
        CHEMICALS, LP

       

      
        By:           /s/
          Charles L. Hall

                      
          Name:   Charles L. Hall

             Title:    
Vice
          President, Controller

                            
          and Chief Accounting Officer

         

         

        EQUISTAR
          FUNDING CORPORATION

        
          


          By:           /s/
            Gerald A. O'Brien, Vice President

                         
            Name:   Gerald A. O'Brien

                         
Title:     Vice President, General

                                        Counsel
            and Secretary

           

        

        


        THE
          BANK
          OF NEW YORK, as Trustee

         

        By:           /s/
          Robert A. Massimillo

        Name:  Robert
          A.
          Massimillo

        Title:    Vice
          President