lyo8k-120607exhibit415f.htm


    
       

       

      Exhibit
        4.15(f)

       

      
 

       

       

      FIFTH
        SUPPLEMENTAL INDENTURE

       

       

      dated
        as
        of December 6, 2007

       

       

      among

       

       

      LYONDELL
        CHEMICAL COMPANY,

       

       

      as
        Company

       

       

      and

       

       

      THE
        BANK
        OF NEW YORK,

       

       

      as
        Trustee

       

       

      __________________________

       

       

      10.500%
        Senior Secured Notes due 2013

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      THIS
        FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
        entered into as of December 6, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware
        corporation (the “Company”), and THE BANK OF NEW YORK, as
        trustee (the “Trustee”).

       

       

      RECITALS

       

       

      WHEREAS,
        the Company, the Subsidiary Guarantors party thereto and the Trustee entered
        into the Indenture, dated as of May 20, 2003, as amended, supplemented or
        otherwise modified to date (the “Indenture”), relating to the
        Company’s 10.500 % Senior Secured Notes due 2013 (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 Lyondell’s 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, 4.08, 4.09, 4.10, 4.11. 4.12, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20,
        4.21, 4.22,  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
                  Company.

              


      

       

       

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

              


      

       

      [Intentionally
        Omitted].

       

       

      
        	
                2.6  

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

              


      

       

      [Intentionally
        Omitted].

       

       

      
        	
                2.7  

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

              


      

       

      [Intentionally
        Omitted].

       

       

      
        	
                2.8  

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

              


      

       

      [Intentionally
        Omitted].

       

       

      
        	
                2.9  

              	
                Section
                  4.12 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
                  4.22 of the Indenture shall be amended to read in its entirety
                  as
                  follows:

              


      

       

       

      Section
        4.22.   Limitation on Issuance of Guarantees by Restricted
        Subsidiaries.

       

       

      (a)
        [Intentionally
        Omitted].

       

      (b)  Each
        Subsidiary
        Guarantee by a Restricted Subsidiary shall be automatically and unconditionally
        released and discharged upon (i) any sale, exchange or transfer, to any Person
        not an Affiliate of the Company, of all the Company's and each Restricted
        Subsidiary's Capital Stock in such Restricted Subsidiary (which sale, exchange
        or transfer is not prohibited by the Indenture) as provided in Section 5.03(b),
        (ii) the release or discharge of the Guarantee which resulted in the creation
        of
        such Subsidiary Guarantee (or, in the case of the Subsidiary Guarantees of
        ARCO
        Chemical Technology, Inc., ARCO Chemical Technology, LP. and Lyondell Chemical
        Nederland, Ltd. issued on the Issue Date, the release or discharge of its
        Guarantee of Indebtedness under the Existing Credit Facility and the Existing
        Senior Secured Notes), except a discharge or release by or as a result of
        payment under such Guarantee, and (iii) the designation of such Restricted
        Subsidiary as an Unrestricted Subsidiary in accordance with the terms of
        the
        Indenture.

       

      


      (c)
        [Intentionally
        Omitted].

       

      
        	
                2.18  

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

              


      

       

      [Intentionally
        Omitted].

       

       

      
        	
                2.19  

              	
                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 or merge with or into (whether or not the Company
        is
        the surviving corporation), or sell, assign, transfer, convey or otherwise
        dispose of all or substantially all its assets in one or more related
        transactions, to another corporation, Person or entity unless:

       

       

      (i)  the
        Company is the surviving corporation or the entity or the Person formed by
        or
        surviving any such consolidation or merger (if other than the Company) or
        to
        which such sale, assignment, transfer, conveyance or other disposition shall
        have been made is a corporation organized or existing under the laws of the
        United States, any state thereof or the District of
        Columbia; and

       

       

      (ii)  the
        corporation formed by or surviving any such consolidation or merger (if other
        than the Company) or the corporation to which such sale, assignment, transfer,
        lease, conveyance or other disposition shall have been made assumes all the
        Obligations of the Company under the Notes, the Indenture and the Security
        Documents to which it is a party pursuant to a supplemental indenture in
        form
        reasonably satisfactory to the Trustee.

       

       

      (iii)  [Intentionally
        Omitted].

       

       

      (iv)  [Intentionally
        Omitted].

       

       

      (b)  The
        Company will not lease all or substantially all its assets to another
        Person.

       

       

      
        	
                2.20  

              	
                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 a Subsidiary
        Guarantor.

       

      (a)
        No
        Subsidiary Guarantor may consolidate with or merge with or into (whether
        or not
        such Subsidiary Guarantor is the surviving Person), another corporation,
        Person
        or entity whether or not affiliated with such Subsidiary Guarantor
        unless:

       

       

      (i)  subject
        to the provisions of Section 5.03(b) below, the Person formed by or surviving
        any such consolidation or merger (if other than the Company or such Subsidiary
        Guarantor) assumes all the obligations of such Subsidiary Guarantor, pursuant
        to
        a supplemental indenture in form and substance reasonably satisfactory to
        the
        Trustee, under the Notes; and

       

       

      (ii)  immediately
        after giving effect to such transaction, no Default or Event of Default
        exists.

       

       

      (iii)  [Intentionally
        Omitted].

       

       

      All
        the
        Subsidiary Guarantees issued pursuant to clause (i) above shall in all respects
        have the same legal rank and benefit under this Indenture as the Subsidiary
        Guarantees theretofore and thereafter issued in accordance with the terms
        of
        this Indenture as though all such Subsidiary Guarantees had been issued at
        the
        date of the execution hereof.

       

       

      (b)  (i) 
        The requirements of clauses (i) and (iii) of Section 5.03(a) will not apply
        in
        the case of a consolidation with or merger with or into the Company and the
        requirements of clause (iii) of Section 5.03(a) will not apply in the case
        of a
        consolidation with or merger with or into another Subsidiary
        Guarantor.

       

       

      (ii)  In
        the
        event of a sale or other disposition, by way of merger, consolidation or
        otherwise, of all the Capital Stock of any Subsidiary Guarantor to any Person
        that is not an Affiliate of the Company permitted by the applicable provisions
        of the Indenture, such Subsidiary Guarantor will be released and relieved
        of any
        obligations under its Subsidiary Guarantee; provided that the Net Proceeds
        of
        such sale or other disposition are applied in accordance with the applicable
        provisions of the Indenture.

       

       

      
        	
                2.21  

              	
                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:”

       

       

      (a)  a
        default
        in the payment of interest on the Notes when due, which has continued for
        30
        days;

       

       

      (b)  a
        default
        in the payment when due of principal of or premium on, any Note when due
        at its
        Stated Maturity, upon optional redemption, upon required repurchase, upon
        declaration or otherwise;

       

       

      (c)  the
        failure by the Company to comply with its obligations under Article 5;
        or

       

       

      (d)  [Intentionally
        Omitted].

       

       

      (e)  [Intentionally
        Omitted].

       

       

      (f)  [Intentionally
        Omitted].

       

       

      (g)  a
        court
        having jurisdiction in the premises enters a decree or order for (i) relief
        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 of the property and
        assets of the Company or any Significant Subsidiary or (iii) the winding
        up or
        liquidation of the Company or 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.

       

       

      (h)  [Intentionally
        Omitted].

       

       

      (i)  [Intentionally
        Omitted].

       

       

      (j)  [Intentionally
        Omitted].

       

       

      
        	
                2.22  

              	
                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.

              


      

       

       

      
        	
                2.23  

              	
                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.

       

      


      


      **Remainder
        of this page intentionally left blank.**

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


       

      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.

       

      


      LYONDELL
        CHEMICAL COMPANY, as

      Company

       

      By:           /s/
        Charles L. Hall

      Name:  Charles
        L.
        Hall

          
Title:    
Vice
        President, Controller

                          
        and Chief Accounting Officer

       

       

      


      THE
        BANK
        OF NEW YORK, as Trustee

       

      By:           /s/
        Robert A. Massimillo

      Name:  Robert
        A.
        Massimillo

      Title:    Vice
        President