lyo8k-120607exhibit411c.htm


     

    Exhibit
      4.11(c)

     

    
 

     

     

    THIRD
      SUPPLEMENTAL INDENTURE

     

     

    dated
      as
      of December 6, 2007

     

     

    among

     

     

    LYONDELL
      CHEMICAL COMPANY,

     

     

    as
      Company

     

     

    and

     

     

    THE
      BANK
      OF NEW YORK,

     

     

    as
      Trustee

     

     

    __________________________

     

     

    8.250
      %
      Senior Notes due 2016

     

    



    
      
              

                        
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    THIS
      THIRD 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 September 20, 2006, (the
“Indenture”), relating to the Company’s 8.250 % Senior Notes
      due 2016 (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, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01 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 as follows
                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
                4.14 of the Indenture shall be deleted in its entirety and replaced
                by the
                following:

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.10  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.11  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.12  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.13  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.14  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.15  

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

            


    

     

    [Intentionally
      Omitted].

     

     

    
      	
              2.16  

            	
              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)  The
      Subsidiary Guarantee of a Subsidiary Guarantor will be released:

     

     

    (i)  in
      connection with any sale or other disposition of all or substantially all of
      the
      assets of such Subsidiary Guarantor (including by way of merger or
      consolidation) to a Person that is not (either before or after giving effect
      to
      such transaction) the Company or a Restricted Subsidiary, if the sale or other
      disposition complies with the applicable provisions of the
      Indenture;

     

     

    (ii)  in
      connection with any sale or other disposition of all of the Capital Stock of
      such Subsidiary Guarantor to a Person that is not (either before or after giving
      effect to such transaction) the Company or a Restricted Subsidiary, if the
      sale
      or other disposition complies with the applicable provisions of the
      Indenture;

     

     

    (iii)  if
      such
      Subsidiary Guarantor is a Restricted subsidiary and the Company designates
      such
      Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the
      applicable provisions of the Indenture;

     

     

    (iv)  upon
      satisfaction of the conditions described under Section 13.02;

     

     

    (v)  upon
      the
      liquidation or dissolution of such Subsidiary Guarantor provided no Default
      or
      Event of Default has occurred or is continuing under the Indenture;
      or

     

     

    (vi)  at
      such
      time as such Subsidiary Guarantor ceases to guarantee Indebtedness of the
      Company or any other Subsidiary Guarantor (other than guarantees under the
      Notes) in excess of the De Minimis Guaranteed Amount, except to the extent
      all
      such other guarantees were discharged or released by or as a result of payment
      under such guarantees.

     

     

    
      	
              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 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 and the Indenture 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.

     

     

    
      	
              2.19  

            	
              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;
      and

     

     

    (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].

     

     

    
      	
              2.20  

            	
              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.

            


    

     

     

    
      	
              2.21  

            	
              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.

     

    
      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