Exhibit 4.11(a)
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplement"), dated and effective as of
January 5, 2000, is entered into by and among Lyondell Chemical Company, a
Delaware corporation ("Lyondell") and the successor by merger to Lyondell
Chemical Worldwide, Inc. (formerly known as ARCO Chemical Company), a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee have executed and delivered an
Indenture dated as of June 15, 1988, between the Company and the Trustee (the
"Indenture"), providing for the issuance by the Company from time to time of its
unsecured debentures, notes or other evidences of indebtedness (the
"Securities") to be issued in one or more series as provided in the Indenture;
WHEREAS, on December 31, 1999, the Company merged with and into Lyondell,
and Lyondell, as successor to the Company, is required under Article Twelve of
the Indenture to assume the observance and performance by the Company of every
covenant contained in the Indenture to be observed and performed by the Company;
WHEREAS, pursuant to Section 11.01 of the Indenture, Lyondell and the
Trustee may enter into this Supplement without the consent of any Holder; and
WHEREAS, the execution and delivery of this Supplement have been duly
authorized by of the Board of Directors of Lyondell in connection with the
approval of the merger;
NOW, THEREFORE, in consideration of the above premises, each of the parties
hereto agrees, for the benefit of the other and for the equal and proportionate
benefit of the Holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION
Section 1.1. For value received, Lyondell hereby assumes the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every other covenant of the
Indenture on the part of the Company to be performed or observed.
Section 1.2. Effective as of the date hereof, Lyondell shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if Lyondell had been named as the
Company therein.
ARTICLE TWO
MISCELLANEOUS
Section 2.1. Except as otherwise expressly provided, all terms used herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture. Except as supplemented hereby, the Indenture and the Securities
are in all respects ratified and confirmed and all the terms and provisions
thereof shall remain in full force and effect.
Section 2.2. This Supplement shall be effective as of the date above
written.
Section 2.3. This Supplement shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the Indenture and its
construction.
Section 2.4. This Supplement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed as of the day and year first above written.
LYONDELL CHEMICAL COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President and CFO
BANK OF NEW YORK
By: _______________________________
Name:
Title:
