NELL AF S.À.R.L., THE GUARANTORS NAMED HEREIN, THE BANK OF NEW YORK, as Trustee, Registrar, Paying Agent, Transfer Agent and Listing Agent ABN AMRO BANK N.V., as Security Agent and AIB/BNY Fund Management (Ireland) Limited, as Irish Paying Agent...Indenture • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
RECEIVABLES PURCHASE AGREEMENT Dated as of December 20, 2007 among LYONDELLBASELL RECEIVABLES I, LLC, as the Seller, LYONDELL CHEMICAL COMPANY, as the Servicer, THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Purchasers, and CITIBANK,...Receivables Purchase Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
EXHIBIT I-3 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, Counsel to the Seller and each Originator (true sale and no substantive consolidation opinion)
BRIDGE LOAN AGREEMENT Dated as of December 20, 2007 among LYONDELLBASELL FINANCE COMPANY, as Borrower, BASELL AF S.C.A., as the Company, The GUARANTORS party hereto, The LENDERS party hereto, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent,...Bridge Loan Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
BRIDGE LOAN AGREEMENT dated as of December 20, 2007 (this Agreement), among LYONDELLBASELL FINANCE COMPANY (Borrower), BASELL AF S.C.A. (the Company), the GUARANTORS party hereto from time to time, the LENDERS party hereto from time to time, MERRILL LYNCH CAPITAL CORPORATION, as administrative agent (in such capacity, the Administrative Agent) and CITIBANK, N.A., as collateral agent (in such capacity, the Collateral Agent) for the Lenders and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, GOLDMAN SACHS CREDIT PARTNERS L.P., CITIGROUP GLOBAL MARKETS INC., ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and bookrunners (in such capacity, the Joint Lead Arrangers) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as transaction coordinator (in such capacity, the Transaction Coordinator).
ContractSupplemental Indenture • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 2, 2006, among each of Basell Polyolefine GmbH, Basell Bayreuth Chemie GmbH, Basell Germany Holdings GmbH, Basell Polyolefins UK Ltd., Basell UK Holdings Ltd., Basell Canada Inc., Basell Asia Pacific Ltd., Basell Holdings B.V., Basell International Holdings B.V., Basell Benelux B.V., Basell Europe Holdings B.V. and Basell Finance Company B.V., as Guarantors (collectively, the "Guaranteeing Subsidiaries"), and The Bank of New York, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
SUBSIDIARY GUARANTY dated as of December 20, 2007 among each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 9 hereof (the “Guarantors” and individually, a “Guarantor”), in favor of Citibank, N.A., (“Citibank”) in its capacity as the administrative agent (the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Security Agreement (as defined below)).
SECURITY AGREEMENT dated as of December 20, 2007 among LYONDELL CHEMICAL COMPANY as Borrowers Agent EQUISTAR CHEMICALS, LP HOUSTON REFINING LP BASELL USA INC. THE OTHER LIEN GRANTORS FROM TIME TO TIME PARTY HERETO as Lien Grantors and CITIBANK, N.A.,...Security Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
Administrative Agent means Citibank in its capacity as administrative agent under the Loan Documents, and its successors in such capacity.
UNDERTAKING AGREEMENT dated as of December 20, 2007 by LYONDELL CHEMICAL COMPANY EQUISTAR CHEMICALS, LP HOUSTON REFINING LPUndertaking Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
UNDERTAKING AGREEMENT dated as of December 20, 2007 by each of LYONDELL CHEMICAL COMPANY (Lyondell), as Servicer and as Originator, EQUISTAR CHEMICALS, LP (Equistar), as Originator, HOUSTON REFINING LP (HRLP), as Originator and any additional Originator (Lyondell, Equistar, HRLP and any additional Originator, collectively, the Originators) from time to time party hereto, in favor of the Purchasers (as defined in the Receivables Purchase Agreement referred to below) and Citibank, N.A. (Citibank), as administrative agent and asset agent thereunder (the Agent).
CREDIT AGREEMENT Dated as of December 20, 2007 among LYONDELL CHEMICAL COMPANY EQUISTAR CHEMICALS, LP, HOUSTON REFINING LP, BASELL USA INC. and THE SUBSIDIARIES OF BASELL AF S.C.A. (to be renamed LYONDELLBASELL INDUSTRIES AF S.C.A) FROM TIME TO TIME...Credit Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
CREDIT AGREEMENT dated as of December 20, 2007, among LYONDELL CHEMICAL COMPANY (which is the surviving entity following its merger with BIL ACQUISITION HOLDINGS LIMITED), a Delaware corporation, EQUISTAR CHEMICALS, LP, a Delaware limited partnership, HOUSTON REFINING LP, a Delaware limited partnership, BASELL USA INC., a Delaware corporation, and the Subsidiaries of LYONDELLBASELL INDUSTRIES AF S.C.A (formerly known as BASELL AF S.C.A.) from time to time party hereto as Borrowers; the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent, Collateral Agent and Fronting Bank (this Agreement).
INTERCREDITOR AGREEMENT Dated as of December 20, 2007 by and among CITIBANK, N.A. as Receivables Agent, CITIBANK, N.A. as ABL Agent, CITIBANK, N.A. as ICA Agent, LYONDELLBASELL RECEIVABLES I, LLC as Transferor, LYONDELL CHEMICAL COMPANY as Originator,...Intercreditor Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
This INTERCREDITOR AGREEMENT dated as of December 20, 2007 (as modified, amended, restated or supplemented from time to time, this Agreement), by and among CITIBANK, N.A., in its capacity as Administrative Agent (together with its successors in such capacity, the Receivables Agent) under the Receivables Purchase Agreement (as hereinafter defined), CITIBANK, N.A., in its capacity as Administrative Agent on behalf of the ABL Secured Parties (as defined below) (together with its successors in such capacity, the ABL Agent), CITIBANK, N.A., not in its individual capacity but solely in its capacity as security agent for and on behalf of the ICA Secured Parties (as defined below) (together with its successors in such capacity, the ICA Agent), LYONDELLBASELL RECEIVABLES I, LLC, a Delaware limited liability company (the Transferor), LYONDELL CHEMICAL COMPANY, a Delaware corporation (Lyondell), and the other ORIGINATORS and BORROWERS (as such terms are hereinafter defined) from time to time part
AGREEMENTExecutive Severance Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • Texas
This Agreement (“Agreement”) is made as of the 22nd day of January, 2008, between Lyondell Chemical Company, a Delaware corporation (“Lyondell”), and _Morris Gelb__ (the “Executive”), each a “Party” and collectively the “Parties.”
ContractSecond Supplemental Indenture • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of May 15, 2007, among each of Basell Sales & Marketing Company B.V. and Basell Finance & Trading Company B.V., as Guarantors (the "Guaranteeing Subsidiaries"), and The Bank of New York, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of July 26, 2007, among each of Basell AF SCA (formerly Nell AF S.à.r.l.), a company incorporated under the laws of The Grand Duchy of Luxembourg (the "Issuer"), Nell...Third Supplemental Indenture • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
WHEREAS, the Issuer, each of the Guarantors that are a signatory thereto, as Guarantors, The Bank of New York, as Trustee, Registrar, Paying Agent, Transfer Agent and Listing Agent, ABN AMRO Bank N.V., as Security Agent, and AIB/BNY Fund Management (Ireland) Limited, as Irish Paying Agent, have heretofore executed and entered into an indenture (as supplemented by a Supplemental Indenture dated as of February 2, 2006 by and among the Issuer, the Guarantors that are a signatory thereto and the Trustee and a Second Supplemental Indenture dated as of May 11, 2007 by and among the Issuer, the Guarantors that are a signatory thereto and the Trustee, the “Indenture”) dated as of August 10, 2005 providing for the issuance of an aggregate principal amount of $615,000,000 of the Issuer's 8-3/8% Senior Notes due 2015 (the “Dollar Notes”) and €500,000,000 of the Issuer's 8-3/8% Senior Notes due 2015 (together with the Dollar Notes, the "Notes"); and
DATED DECEMBER 20, 2007 BASELL AF S.C.A. as the Company THE COMPANIES NAMED IN SCHEDULE 1 as Original Obligors CITIBANK, N.A. as Senior Agent and Security Agent MERRILL LYNCH CAPITAL CORPORATION as Interim Facility Agent CITIBANK, N.A. as ABL Agent...Intercreditor Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of December 20, 2007, among each of LyondellBasell Finance Company, LBI Acquisition LLC, LBIH LLC, LyondellBasell Netherlands Holdings B.V., Lyondell Refining I LLC,...Fourth Supplemental Indenture • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York
WHEREAS, Basell AF S.C.A. (formerly Nell AF S.àr.l.), a company incorporated under the laws of The Grand Duchy of Luxembourg (the “Company”), each of the Guarantors that are a signatory thereto, as Guarantors (the “Original Guaranteeing Subsidiaries”), The Bank of New York, as Trustee, Registrar, Paying Agent, Transfer Agent and Listing Agent, ABN AMRO Bank N.V., as Security Agent, and AIB/BNY Fund Management (Ireland) Limited, as Irish Paying Agent, have heretofore executed and entered into an indenture dated as of August 10, 2005 (as supplemented by a supplemental indenture dated as of February 2, 2006 by and among the Guarantors that are a signatory thereto and the Trustee, a second supplemental indenture dated as of May 11, 2007 by and among the Guarantors that are a signatory thereto and the Trustee and a third supplemental indenture dated as of July 26, 2007 by and among the Company, the Guarantors that are a signatory thereto and the Trustee, the “Indenture”) providing for the i
LONG TERM INTERCOMPANY LOAN AGREEMENT (Loan No. L42)Long Term Intercompany Loan Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • Delaware
This agreement (hereinafter “Agreement”), dated as of February 22, 2008 and effective as of December 20, 2007 (hereinafter, the “Effective Date”), is made by and between
