SECOND SUPPLEMENTAL INDENTURE dated as of July 5, 2007 among LYONDELL CHEMICAL COMPANY, as Company LYONDELL EUROPE HOLDINGS INC., as Subsidiary Guarantor and THE BANK OF NEW YORK, as Trustee 8¼% Senior Notes due 2016
Exhibit
4.11(b)
dated
as
of July 5, 2007
among
LYONDELL
CHEMICAL COMPANY,
as
Company
LYONDELL
EUROPE HOLDINGS INC.,
as
Subsidiary Guarantor
and
THE
BANK
OF NEW YORK,
as
Trustee
_________________________
8¼%
Senior Notes due 2016
THIS
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
entered into as of July 5, 2007, among LYONDELL CHEMICAL COMPANY, a Delaware
corporation (the “Company”) LYONDELL EUROPE HOLDINGS INC., a
Delaware corporation (the “Undersigned”) 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 (as amended, supplemented
or
otherwise modified, the “Indenture”), relating to the Company’s
8¼% Senior Notes due 2016 (the “Notes”);
WHEREAS,
as a condition to the Trustee entering into the Indenture and the purchase
of
the Notes by the Holders, the Company agreed, subject to certain exceptions,
pursuant to Section 4.22 of the Indenture to cause any Restricted
Subsidiary that has guaranteed or secured Indebtedness of the Company or any
of
its Restricted Subsidiaries to provide Subsidiary Guarantees.
AGREEMENT
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:
Section
1. Capitalized terms used herein and not otherwise defined herein are
used as defined in the Indenture.
Section
2. The Undersigned, by its execution of this Supplemental Indenture,
agrees to be a Subsidiary Guarantor under the Indenture and to be bound by
the
terms of the Indenture applicable to Subsidiary Guarantors, including, but
not
limited to, Article 13 thereof.
Section
3. This Supplemental Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York.
Section
4. This Supplemental Indenture may be signed in various counterparts
which together shall constitute one and the same instrument.
Section
5. This Supplemental Indenture is an amendment supplemental to the
Indenture and said Indenture and this Supplemental Indenture shall henceforth
be
read together.
IN
WITNESS WHEREOF, the parties 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 above written.
LYONDELL
CHEMICAL COMPANY
By:
/s/ Xxxxx X.
Xxxxxxxxx
Xxxxx
X. Xxxxxxxxx
Vice
President and
Treasurer
LYONDELL
EUROPE HOLDINGS INC.
By:
/s/ Xxxxxxx X.
XxXxxxx
Xxxxxxx X. XxXxxxx
President
and Treasurer
THE
BANK
OF NEW YORK,
as
Trustee
By:
/s/ Xxxxxx X.
Xxxxxxxxxx
Name: Xxxxxx
X.
Xxxxxxxxxx
Vice President
