EX-4.2


 Exhibit 4.2 
 LYB INTERNATIONAL FINANCE B.V. 
 Officer’s Certificate

 July 16, 2013 
 Reference is made to the Indenture dated as of July 16, 2013 (the “Indenture”) between LYB International Finance B.V. (the “Issuer,”), LyondellBasell Industries N.V.
(the “Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to Section 2.01 of the
Indenture the undersigned officer does hereby certify, in connection with the issuance of $750,000,000 aggregate principal amount of 4.000% notes due 2023 (the “Notes”), that the terms of the Notes are as follows: 

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture. 

 

			
	Title:	  	4.000% Guaranteed Notes due 2023
		
	Issuer:	  	LYB International Finance B.V.
		
	Form:	  	The Notes shall be issued in permanent global form
		
	Guarantor:	  	LyondellBasell Industries N.V.
		
	Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:	  	Wells Fargo Bank, National Association
		
	Aggregate Principal Amount at Maturity:	  	$750,000,000
		
	Principal Payment Date:	  	July 15, 2023
		
	Interest:	  	4.000% per annum
		
	Date from which Interest will Accrue:	  	July 16, 2013
		
	Interest Payment Dates:	  	January 15 and July 15, commencing on January 15, 2014
		
	Record Dates:	  	January 1 and July 1








					
		
	Place of Payment:	 	Corporate Trust Office of the Trustee set forth in Section 4.02 of the Indenture
		
	Optional Redemption:	 	 The Notes will be redeemable and repayable, at the Issuer’s option, at any time in whole, or from time to time in part,
at a price equal to the greater of:

			
		 	•	  	 100% of the principal amount of the Notes to be redeemed; and

			
		 	•	  	 the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of
calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the applicable Treasury Yield (as defined in the Notes) plus 25 basis points;

		
		 	 plus, in either case, accrued and unpaid interest to the date of redemption.

 
 The Notes are also redeemable upon certain tax events as set forth in the Notes and
Section 3.12 of the Indenture.

		
	Conversion:	 	None
		
	Sinking Fund:	 	None
		
	Redemption at the Option of the Holder:	 	Upon a Change of Control Triggering Event as set forth in the Notes
		
	Additional Amounts:	 	As set forth in Section 4.10 of the Indenture
		
	Denominations:	 	$2,000 and multiples of $1,000 thereafter
		
	Miscellaneous:	 	The terms of the Notes shall include such other terms as are set forth in the form of Notes attached hereto as Exhibit A and in the
Indenture.

 Subject to the representations, warranties and covenants described in the Indenture, as amended or
supplemented from time to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Issuer and an Officer’s Certificate, to issue additional notes from time to time under each series of notes issued hereby.
Any such additional notes of a series shall have identical terms as the Notes issued on the issue date, other than with respect to the date of issuance and the issue price (together the “Additional Notes”). Any Additional Notes will
be issued in accordance with Section 2.01 of the Indenture. 






 Such officer has read and understands the provisions of the Indenture and the definitions
relating thereto. The statements made in this Officer’s Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Issuer. In such officer’s opinion, he has made such
examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with.
In such officer’s opinion, such covenants and conditions have been complied with. 






 IN WITNESS WHEREOF, I have signed this certificate. 

Dated: July 16, 2013 
  

					
		 	LYB INTERNATIONAL FINANCE B.V.
		
	By:	 	 /s/ Francesco Svelto

		 	Name:	 	Francesco Svelto
		 	Title:	 	Attorney-in-Fact







 EXHIBIT A 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 






 CUSIP: 50247V AA7 

ISIN: US50247VAA70 
 LYB International Finance B.V. 
 GLOBAL NOTE 

representing up to 
 $750,000,000 
 4.000% Senior Notes due 2023 

Fully and Unconditionally Guaranteed by 
 LyondellBasell Industries N.V. 
  

			
	No. [    ]	  	$[        ]                   
 

 LYB INTERNATIONAL FINANCE B.V., a private company with limited liability under the laws of the
Netherlands, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on July 15, 2023. 

Interest Payment Dates: January 15 and July 15 
 Record Dates: January 1 and July 1 
 Additional provisions of this Note
are set forth on the other side of this Note. 






 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

					
	LYB INTERNATIONAL FINANCE B.V.
		
	By:	 	  

		 	Name:	 	Francesco Svelto
		 	Title:	 	Attorney-in-Fact


 Dated: [    ], 2013 

 

					
	LYONDELLBASELL INDUSTRIES N.V., as Guarantor
		
	By:	 	  

		 	Name:	 	Francesco Svelto
		 	Title:	 	Attorney-in-Fact


 Dated: [    ], 2013 
 This is one of the Notes referred to in the within-mentioned Indenture: 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory


 Dated: [    ], 2013 






 [Back of Note] 
 4.000% Senior Notes due 2023 
 Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. LYB International Finance B.V., a
private company with limited liability (besloten vennootschap) under the laws of the Netherlands (the “Company”), promises to pay interest on the principal amount of this Note at 4.000% per annum from July 16, 2013
until maturity and shall pay Additional Amounts in respect thereof as set forth in the Indenture. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date; provided
that the first Interest Payment Date shall be January 15, 2014. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on
demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. Method of Payment. The Company will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on January 1 and July 1 (whether or not a
Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.15(b) of the Indenture with respect
to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect
to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. Trustee; Paying
Agent and Registrar. Wells Fargo Bank, National Association, will be the Trustee, Paying Agent and Registrar (the “Trustee”) under the Indenture with regard to the Notes. 

4. Guarantee. LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) under the
laws of the Netherlands (the “Guarantor”), unconditionally guarantees to the Holders from time to time of the Notes, upon the terms and subject to the conditions set forth in the Indenture (as defined below), (a) the full and
prompt payment of the principal of and any premium on this Note when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on and
any Additional Amounts with respect to this Note when and as the same shall become due, subject in each case to any applicable grace period. The 






 
Guarantee constitutes a guarantee of payment and not of collection. In the event of a default in the payment of principal of or any premium on any Note when and as the same shall become due,
whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in any sinking fund payment, or in the event of a default in the payment of any interest on or any Additional Amounts with
respect to any Note when and as the same shall become due, each of the Trustee and the Holder of such Note shall have the right to proceed first and directly against the Guarantor under the Indenture without first proceeding against the Company or
exhausting any other remedies which the Trustee or such Holder may have and without resorting to any other security held by it. 

5. Indenture. The Company issued the Notes under an Indenture, dated as of July 16, 2013 (the “Indenture”),
between the Company, the Guarantor and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as its 4.000% Guaranteed Notes due 2023 (the “Notes”). The Company shall be entitled to issue
Additional Notes pursuant to Section 2.01 of the Indenture. The Notes issued under the Indenture shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

6. Optional Redemption. 
 (a) The Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a price equal to the greater of: 

(i) 100% of the principal amount of the Notes to be redeemed; and 

(ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on
the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Yield plus 25 basis points; 
 plus, in either case, accrued and unpaid interest to the date
of redemption. 
 (b) Notes called for redemption become due on the date fixed for redemption. Notices of
redemption will be mailed at least 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the
amount of Notes to be redeemed, the redemption date, the redemption price or, if not ascertainable, the manner of determining the redemption price and the place(s) that payment will be made upon presentation and surrender of Notes to be redeemed.
Unless the Company or the Guarantor defaults in payment of the redemption price, interest will 






 
cease to accrue on any Notes that have been called for redemption at the redemption date. Notes called for redemption will be redeemed and repaid in principal amounts of $2,000 or any integral
multiple of $1,000 in excess thereof. If less than all the Notes are redeemed at any time, the Trustee will select the Notes to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate. 

For purposes of determining the optional redemption price, the following definitions are applicable: 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes. 
 “Comparable Treasury Price” means, with respect to any
redemption date, (i) the average of the Reference Treasury Dealer Quotations obtained by the Trustee for the redemption date, after excluding the highest and lowest of all Reference Treasury Dealer Quotations obtained, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee. 
 “Independent Investment Banker” means either of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (and their respective successors), or, if both of such firms are unwilling
or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable to the Company. 

“Reference Treasury Dealer” means (i) either of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
(and their respective successors), unless each of them ceases to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company will substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for such Notes (expressed in
each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 

“Treasury Yield” means, with respect to any redemption date applicable to the Notes, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding the redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the applicable Comparable Treasury Price for the redemption date. 






 7. Redemption for Changes in Taxes. In accordance with Section 3.12 of the
Indenture, the Company may redeem the Notes in whole but not in part at its discretion at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevocable) at a redemption
price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Company for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof) under the circumstances set forth in Section 3.12 of the Indenture. 

8. Sinking Fund. The Company shall not be required to make sinking fund payments with respect to the Notes. 

9. Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised
its option to redeem the Notes as described in Section 6, the Company will make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of that Holder’s Notes on the terms set forth herein. In a Change of Control Offer, the Company will offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased (a “Change of Control
Payment”), plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase, subject to the right of Holders of record on the applicable record date to receive interest due on the next Interest Payment Date.

 Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of
Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase such Notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment
Date”). The notice may, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of
Control Payment Date. 
 Upon the Change of Control Payment Date, the Company will, to the extent lawful: 

(a) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of
Control Offer; 
 (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes or portions of Notes properly tendered and not withdrawn; and 
 (c) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. 






 The Company will not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and
not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the
Change of Control Payment upon a Change of Control Triggering Event. 
 The Company will comply with the applicable requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with
those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. 

For purposes of this Section 9, the following terms will be applicable: 

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of the Guarantor’s Subsidiaries, taken as a
whole, to any person, other than the Guarantor or one of its Subsidiaries; or (2) the Guarantor becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or
otherwise) the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing
of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business
combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the voting stock of the Guarantor, other than by virtue of the
imposition of a holding company, or the reincorporation of the Guarantor in another jurisdiction, so long as the beneficial owners of the voting stock of the Guarantor immediately prior to such transaction hold a majority of the voting power of the
voting stock of such holding company or reincorporation entity immediately thereafter. Any disposition of a “disposed group” permitted pursuant to Section 5.01(b) of the Indenture will not constitute a Change of Control pursuant to
clause (1) of the first sentence of this definition. 
 Notwithstanding the foregoing, a transaction will not be deemed to
involve a Change of Control under clause (2) of the definition of Change of Control above if (i) the Guarantor becomes a direct or indirect wholly owned Subsidiary of a holding company and (ii)(A) the direct or indirect holders of the
voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Guarantor’s voting stock immediately prior to that transaction or (B) immediately following that transaction no
person 






 
(other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. The term
“person,” as used in this definition of Change of Control, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. 
 These provisions relating to the Company’s obligation to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount
of the Notes. 
 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event. 
 “investment grade rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Guarantor. 

“Moody’s” means Moody’s Investors Service, Inc. and its successors. 

“rating agencies” means (1) each of Moody’s and S&P and (2) if either of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Guarantor’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
of the Exchange Act selected by the Guarantor (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or all of them, as the case may be. 

“rating event” means the rating on the Notes is lowered by both of the two rating agencies and the Notes are rated below
an investment grade rating by both of the two rating agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of
the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Guarantor’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors. 
 “voting stock” means, with respect to any specified “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

10. Denominations, Transfer, Exchange. The Notes are in fully registered form only, without coupons, in denominations of $2,000
and integral multiples of $1,000. A holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes during a period beginning 15 days before the mailing of a
redemption notice for any Notes or portions thereof selected for redemption. 






 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes. 
 12. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or
supplemented as provided in the Indenture. 
 13. Defaults and Remedies. If an Event of Default with respect to any
Securities of any series at the time outstanding (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or the Guarantor as specified in the Indenture) occurs and is continuing, the
Trustee by notice to the Company and the Guarantor, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by such Event of Default (or, in the case of an Event of Default described in clause
(4) of Section 6.01(a) of the Indenture, if outstanding Securities of other series are affected by such Event of Default, then at least 25% in principal amount of the then outstanding Securities of all such series so affected acting as one
class) by notice to the Company, the Guarantor and the Trustee, may declare the principal of (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series)
and all accrued and unpaid interest on all then outstanding Securities of such series or of all series, as the case may be, to be due and payable. Upon any such declaration, the amounts due and payable on the Securities shall be due and payable
immediately. If an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture hereof occurs, such amounts shall ipso facto become and be immediately due and payable without any declaration, notice or
other act on the part of the Trustee or any Holder of the Securities. The Holders of a majority in principal amount of the then outstanding Securities of the series affected by such Event of Default or all series so affected, as the case may be, by
written notice to the Trustee may rescind an acceleration and its consequences (other than nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the Securities) if (1) the rescission would not conflict
with any judgment or decree, (2) all existing Events of Default with respect to Securities of that series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional
Amounts that has become due solely because of the acceleration, and (3) the Trustee has been paid any amounts due to it for the compensation as may be agreed in writing by the parties from time to time, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 of the Indenture. 
 14.
Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

15. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 16.
CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN
numbers in 






 
notices of redemption as a convenience to holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon. 
 The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address: 
 LYB
International Finance B.V. 
 Stationsplein 45 
 3013 AK Rotterdam 
 The Netherlands 

Facsimile: +31 10 713 7912 
 Attention: Managing Director 
 and 

Lyondell Chemical Company 
 1221 McKinney Street 
 Suite 700 

Houston, TX 77010 

Facsimile: (713) 309-4631 
 Attention: General Counsel 






 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’s legal name)

  

			
	  

	(Insert assignee’s Soc. Sec. or tax I.D. no.)

  

			
	  
	 	


			
	  
	 	
	  
	 	
	  
	 	

 (Print or type assignee’s name, address and zip code) 

 

					
	and irrevocably appoint	 	  
	 	

 to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 9 of the Note, check the box below: 

[    ]
 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 9 of the Note, state the amount you elect to have purchased: 

$         
  

			
	Date:	 	  


  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


 
			
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).