Equistar Chemicals Lp Sample Contracts

Equistar Chemicals Lp – DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March 3, 2009 among LYONDELLBASELL INDUSTRIES AF S.C.A., as the Company, LYONDELL CHEMICAL COMPANY, BASELL USA INC., EQUISTAR CHEMICALS, LP, HOUSTON REFINING LP, MILLENNIUM CHEMICALS INC. and MILLENNIUM PETROCHEMICALS INC., each a Debtor and Debtor-in- Possession under Chapter 11 of the Bankruptcy Code, as Borrowers, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, UBS SECURITIES LLC, as Sole Lead Arranger, Sole Lead Bookrunner, Syndication Agent and Documentation Agent, and (March 5th, 2009)

This DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of March 3, 2009, is entered into among LYONDELLBASELL INDUSTRIES AF S.C.A., a company existing under the laws of the Grand Duchy of Luxembourg (together with its successors and assigns, the “Company”), LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), BASELL USA INC., a Delaware corporation (“Basell USA”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (“Equistar”), HOUSTON REFINING LP, Delaware limited partnership (“Houston Refining”), MILLENNIUM CHEMICALS INC., a Delaware corporation (“Millennium”), MILLENNIUM PETROCHEMICALS INC., a Virginia corporation (“Millennium Petrochemicals”, together with Lyondell, Basell USA, Equistar, Houston Refining and Millennium, collectively, the “Borrowers” and each individually, a “Borrower”), UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, and each NM Lender and Roll-Up Lender party hereto from time to time (collectively, the “Lender

Equistar Chemicals Lp – AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT (March 5th, 2009)

This Amendment No. 2 to the Credit Agreement, dated as of March 3, 2009 (this “Amendment”), is entered into among those Loan Parties that are debtors-in-possession under Chapter 11 of the United States Bankruptcy Code as of the effective date of this Amendment (the “Debtor Loan Parties”), LYONDELL CHEMICAL COMPANY, (the “Borrowers’ Agent”) on behalf of each Non-Debtor Loan Party (as defined below) pursuant to Section 1.10(b) of the Credit Agreement, and the undersigned Lenders and amends the Credit Agreement dated as of December 20, 2007, as amended and restated as of April 30, 2008 (as amended to the date hereof and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Company, the Borrowers, the Subsidiary Guarantors party thereto, CITIBANK, N.A., as Primary Administrative Agent, Collateral Agent and U.S. Swing Line Lender, each lender from time to time party thereto (collectively

Equistar Chemicals Lp – DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of March 3, 2009 among LYONDELLBASELL INDUSTRIES AF S.C.A., as the Company, LYONDELL CHEMICAL COMPANY, EQUISTAR CHEMICALS, LP, HOUSTON REFINING LP, BASELL USA INC., MILLENNIUM CHEMICALS INC. and MILLENNIUM PETROCHEMICALS INC. as Borrowers, each of the foregoing a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent and Collateral Agent UBS SECURITIES LLC, as Syndication Agent CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, GOLDMAN SACHS LENDING PARTNERS LLC, M (March 5th, 2009)

DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 3, 2009, among LYONDELL CHEMICAL COMPANY, a Delaware corporation, EQUISTAR CHEMICALS, LP, a Delaware limited partnership, HOUSTON REFINING LP, a Delaware limited partnership, BASELL USA INC., a Delaware corporation, MILLENNIUM CHEMICALS INC., a Delaware corporation, and MILLENNIUM PETROCHEMICALS INC., a Virginia corporation, as Borrowers, each of the foregoing a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, LYONDELLBASELL INDUSTRIES AF S.C.A., a company existing under the laws of the Grand Duchy of Luxembourg, the LENDERS party hereto, CITIBANK, N.A., as Administrative Agent and Collateral Agent, UBS SECURITIES LLC, as Syndication Agent and CITIBANK, N.A., as Fronting Bank.

Equistar Chemicals Lp – Borrowers: Lyondell Chemical Company (“Lyondell”), as a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code and certain of its subsidiaries and affiliates as debtors-in-possession under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), as set forth on Annex I hereto (collectively, the “Borrowers”), in jointly administered cases (collectively, the “Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Guarantors: All obligations under the Facilities (defined below) and the other Loan Documents (January 9th, 2009)
Equistar Chemicals Lp – Schedule A - Filing Subsidiaries (January 7th, 2009)
Equistar Chemicals Lp – Lyondell Chemical Company SUMMARY OF TERMS AND CONDITIONS OF THE $8,015,000,000 SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION FACILITIES (January 7th, 2009)

Borrowers: Lyondell Chemical Company (“Lyondell”), as a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code and certain of its subsidiaries and affiliates as debtors-in-possession under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), as set forth on Annex I hereto (collectively, the “Borrowers”), in jointly administered cases (collectively, the “Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

Equistar Chemicals Lp – RECEIVABLES SALE AGREEMENT Dated as of December 20, 2007 among LYONDELL CHEMICAL COMPANY, EQUISTAR CHEMICALS, LP and HOUSTON REFINING LP, as Sellers LYONDELLBASELL RECEIVABLES I, LLC, as the Buyer LYONDELL CHEMICAL COMPANY, as the Buyer’s Servicer (March 31st, 2008)

RECEIVABLES SALE AGREEMENT dated as of December 20, 2007 (this “Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (“Equistar”), HOUSTON REFINING LP (“HRLP”) such other wholly owned subsidiaries or affiliates of Lyondell added from time to time pursuant to Section 7.01, as sellers (together with Lyondell, Equistar and HRLP the “Sellers”, and each a “Seller”), LYONDELLBASELL RECEIVABLES I, LLC, a Delaware limited liability company, as Buyer (the “Buyer”), and Lyondell, as the Buyer’s Servicer.

Equistar Chemicals Lp – NEWS RELEASE (December 26th, 2007)

HOUSTON, Dec. 20, 2007 — Lyondell Chemical Company and its subsidiaries Equistar Chemicals, LP ("Equistar") and Equistar Funding Corporation (together with Equistar, the "Equistar Issuers") announced today completion of their previously announced cash tender offers (the “Offers”) for the outstanding debt securities listed in Table 1 below (collectively, the "Notes") issued by Lyondell or the Equistar Issuers, as applicable. The Offers for each series of Notes expired at 12:01 a.m. EST on Thursday, Dec. 20, 2007.

Equistar Chemicals Lp – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EQUISTAR CHEMICALS, LP (December 26th, 2007)

This Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP dated December __, 2007 is entered into by and among Lyondell LP4 Inc., a Delaware corporation (“Lyondell LP4”) (formerly named Lyondell GP, as defined below), Lyondell Petrochemical L.P. Inc., a Delaware corporation (“Lyondell LP”), Millennium Petrochemicals GP LLC, a Delaware limited liability company (“Millennium GP”), Millennium Petrochemicals Partners, LP, a Delaware limited partnership (“Millennium LP1”), Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation (“Lyondell (Pelican) LP1”) (formerly named Occidental LP1, as defined below) and Lyondell LP3 Partners, LP, a Delaware limited partnership (“Lyondell LP3”).

Equistar Chemicals Lp – CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF EQUISTAR CHEMICALS, LP (December 26th, 2007)
Equistar Chemicals Lp – NEWS RELEASE (December 6th, 2007)

HOUSTON, Dec. 6, 2007 — Lyondell Chemical Company (NYSE: LYO) and its subsidiaries Equistar Chemicals, LP (“Equistar”) and Equistar Funding Corporation (together with Equistar, the “Equistar Issuers”) announced today that, as of 5 p.m. EST on Dec. 5, 2007 (the “Consent Payment Deadline”), a total of approximately $3.97 billion in aggregate principal amount of the outstanding debt securities listed in Table 1 below (collectively, the “Notes”) issued by Lyondell or the Equistar Issuers, as applicable, has been tendered pursuant to the previously announced cash tender offers (the “Offers”) and consent solicitations (the “Consent Solicitations”). As a result, Lyondell and the Equistar Issuers have received the required consents from holders to amend each of the indentures governing the applicable Notes. Upon Lyondell and the Equistar Issuers accepting for purchase at least a majority in aggregate principal amount of the applicable Notes outstanding, each of the supplemental indentures effe

Equistar Chemicals Lp – SECOND SUPPLEMENTAL INDENTURE dated as of December 6, 2007 among EQUISTAR CHEMICALS, LP, EQUISTAR FUNDING CORPORATION as Issuers and THE BANK OF NEW YORK, as Trustee 10.625 % Senior Notes due 2011 (December 6th, 2007)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among Equistar Chemicals, LP, a Delaware limited partnership (the “Company”), Equistar Funding Corporation, a Delaware corporation (“Equistar Funding” and, together with the Company, the “Issuers”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).

Equistar Chemicals Lp – FIRST SUPPLEMENTAL INDENTURE dated as of December 6, 2007 among EQUISTAR CHEMICALS, LP EQUISTAR FUNDING CORPORATION, as Issuers and THE BANK OF NEW YORK, as Trustee 10.125% Senior Notes due 2008 (December 6th, 2007)

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among Equistar Chemicals, LP, a Delaware Limited Partnership (the “Company”), Equistar Funding Corporation, a Delaware corporation (“Equistar Funding” and, together with the Company, the “Issuers”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).

Equistar Chemicals Lp – THIRD SUPPLEMENTAL INDENTURE dated as of December 6, 2007 among EQUISTAR CHEMICALS, LP EQUISTAR FUNDING CORPORATION, as Issuers and THE BANK OF NEW YORK, as Trustee 8.750 % Notes due 2009 (December 6th, 2007)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 6, 2007, among Equistar Chemicals, LP, a Delaware limited partnership (“Equistar”), Equistar Funding Corporation, a Delaware corporation (“Equistar Funding” and, together with Equistar, the “Issuers”) and THE BANK OF NEW YORK, as trustee (the “Trustee”).

Equistar Chemicals Lp – NEWS RELEASE (November 20th, 2007)

HOUSTON, Nov. 20, 2007— Lyondell Chemical Company (“Lyondell,” NYSE: LYO) and its subsidiaries Equistar Chemicals, LP (“Equistar”) and Equistar Funding Corporation (“Equistar Funding,” together with Equistar, the “Equistar Issuers”) announced today that they have commenced cash tender offers (the “Offers”) for an aggregate of approximately $4.01 billion of outstanding debt securities (as listed above and collectively, “Notes”) issued by Lyondell and Equistar Issuers, as applicable. More details on the Notes are provided in Table 1 below.

Equistar Chemicals Lp – 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 8% Senior Notes due 2014 (November 7th, 2007)

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”).

Equistar Chemicals Lp – FOURTH SUPPLEMENTAL INDENTURE (November 7th, 2007)

THIS FOURTH 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”).

Equistar Chemicals Lp – FIRST 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 6.875% Senior Notes due 2017 (November 7th, 2007)

THIS FIRST 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”).

Equistar Chemicals Lp – 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 (November 7th, 2007)

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”).

Equistar Chemicals Lp – FOURTH 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 10½% Senior Secured Notes due 2013 (November 7th, 2007)

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 5, 2007 among LYONDELL CHEMICAL COMPANY, a Delaware

Equistar Chemicals Lp – AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT (February 28th, 2007)

AMENDMENT dated as of August 3, 2006 to the RECEIVABLES PURCHASE AGREEMENT dated as of December 17, 2003 (as amended, the “Agreement”) among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the “Seller”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the “Servicer”), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the “Agent”), CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent.

Equistar Chemicals Lp – AMENDMENT NO. 4 (February 28th, 2007)

AMENDMENT dated as of September 25, 2006 to the RECEIVABLES PURCHASE AGREEMENT dated as of December 17, 2003 (as amended, the “Agreement”) among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the “Seller”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the “Servicer”), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the “Agent”), CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent.

Equistar Chemicals Lp – AMENDMENT NO. 3 TO CREDIT AGREEMENT (December 11th, 2006)

AMENDMENT dated as of December 06, 2006 to the Credit Agreement dated as of December 17, 2003 (as heretofore amended, the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent") and the other AGENTS party thereto.

Equistar Chemicals Lp – AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EQUISTAR CHEMICALS, LP (July 7th, 2006)

This Amendment (“Amendment”) to Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP (the “Partnership”), dated November 29, 2004 (the “Partnership Agreement”), is made this 30th day of June, 2006, by and among Lyondell LP4 Inc., a Delaware corporation, Lyondell Petrochemical L.P. Inc., a Delaware corporation, Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation, and Lyondell LP3 Partners, LP, a Delaware limited partnership (collectively, the “Lyondell Partners”), and Millennium Petrochemicals GP LLC, a Delaware limited liability company, and Millennium Petrochemicals Partners, LP, a Delaware limited partnership (together, the “Millennium Partners”) (the Lyondell Partners and the Millennium Partners collectively referred to herein as the “Partners”).

Equistar Chemicals Lp – AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT (November 7th, 2005)

AMENDMENT dated as of November 2, 2005 to the Undertaking Agreement dated as of December 17, 2003 (the "Undertaking Agreement") by EQUISTAR CHEMICALS, LP, a Delaware limited partnership ("Equistar"), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the "Agent") for the Purchasers) and CITICORP USA, INC., as Agent.

Equistar Chemicals Lp – AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (November 7th, 2005)

AMENDMENT dated as of November 2, 2005 to the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the "Seller"), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Servicer"), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the "Agent"), CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent.

Equistar Chemicals Lp – AMENDMENT NO. 2 TO CREDIT AGREEMENT (November 7th, 2005)

AMENDMENT dated as of November 2, 2005 to the Credit Agreement dated as of December 17, 2003 (the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; CREDIT SUISSE FIRST BOSTON, JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Documentations Agents; CITICORP USA, INC. and BANK OF AMERICA, N.A., as Co-Collateral Agents; and CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent").

Equistar Chemicals Lp – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EQUISTAR CHEMICALS, LP as amended through November 29, 2004 (December 1st, 2004)

This Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP dated November 29, 2004 is entered into by and among Lyondell Petrochemical LP4 Inc., a Delaware corporation (“Lyondell LP4”) (formerly named Lyondell GP, as defined below), Lyondell Petrochemical L.P. Inc., a Delaware corporation (“Lyondell LP”), Millennium Petrochemicals GP LLC, a Delaware limited liability company (“Millennium GP”), Millennium Petrochemicals LP LLC, a Delaware limited liability company (“Millennium LP”), Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation (“Lyondell (Pelican) LP1”) (formerly named Occidental LP1, as defined below), Lyondell (Pelican) Petrochemical L.P.2, Inc., a Delaware corporation (“Lyondell (Pelican) LP2”) (formerly named Occidental LP2, as defined below) and Lyondell LP3 Partners, LP, a Delaware limited partnership (“Lyondell LP3”).

Equistar Chemicals Lp – AMENDED AND RESTATED ETHYLENE SALES AGREEMENT between EQUISTAR CHEMICALS, LP and OCCIDENTAL CHEMICAL CORPORATION Effective as of April 1, 2004 (November 8th, 2004)

This Amended and Restated Ethylene Sales Agreement (this “Agreement”) is dated as of April 1, 2004, between Equistar Chemicals, LP, a Delaware Limited Partnership (“Seller”) and Occidental Chemical Corporation, a New York Corporation (“Buyer”);

Equistar Chemicals Lp – News Release Equistar Chemicals, LP One Houston Center 1221 McKinney, Suite 1600 P.O. Box 3646 Houston, Texas 77253-3646 (713) 652-7300 (August 16th, 2004)

HOUSTON, August 16, 2004 – Equistar Chemicals, LP today resumed making distributions to its owners, distributing a total of $100 million to Lyondell Chemical Company (NYSE:LYO) and Millennium Chemicals Inc. (NYSE:MCH). Lyondell owns a 70.5 percent interest in Equistar, and Millennium owns the remaining 29.5 percent interest.

Equistar Chemicals Lp – AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (August 6th, 2004)

AMENDMENT dated as of June 25, 2004 to the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the “Seller”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the “Servicer”), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the “Agent”), BANK ONE, NA, CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent.

Equistar Chemicals Lp – AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT (August 6th, 2004)

AMENDMENT dated as of June 25, 2004 to the Undertaking Agreement dated as of December 17, 2003 (the “Undertaking Agreement”) by EQUISTAR CHEMICALS, LP, a Delaware limited partnership (“Equistar”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Bank One NA, Credit Suisse First Boston and JPMorgan Chase Bank, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

Equistar Chemicals Lp – AMENDMENT NO. 1 TO CREDIT AGREEMENT (August 6th, 2004)

AMENDMENT dated as of June 25, 2004 to the Credit Agreement dated as of December 17, 2003 (the “Credit Agreement”) among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the “Borrower”); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; BANK ONE, NA, CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, as Co-Documentations Agents; CITICORP USA, INC. and BANK OF AMERICA, N.A., as Co-Collateral Agents; and CITICORP USA, INC., as Administrative Agent (in such capacity, the “Administrative Agent”).

Equistar Chemicals Lp – SECURITY AGREEMENT dated as of December 17, 2003 among EQUISTAR CHEMICALS, LP, THE OTHER BORROWERS AND GUARANTORS PARTY HERETO and CITICORP USA, INC., as Administrative Agent (December 23rd, 2003)

AGREEMENT (this “Agreement”) dated as of December 17, 2003 among Equistar Chemicals, LP, a Delaware limited partnership, the other Borrowers (if any) party hereto, the Guarantors (if any) party hereto and Citicorp USA, Inc. (“Citicorp”), as Administrative Agent.

Equistar Chemicals Lp – CREDIT AGREEMENT Dated as of December 17, 2003 among EQUISTAR CHEMICALS, LP, and THE SUBSIDIARIES OF EQUISTAR CHEMICALS, LP PARTY HERETO, as Co-Borrowers THE LENDERS PARTY HERETO, BANK ONE, NA, CREDIT SUISSE FIRST BOSTON and JPMORGAN CHASE BANK as Co-Documentation Agents, BANK OF AMERICA, N.A., and CITICORP USA, INC., as Co-Collateral Agents and CITICORP USA, INC., as Administrative Agent (December 23rd, 2003)

CREDIT AGREEMENT dated as of December 17, 2003, among EQUISTAR CHEMICALS, LP, a Delaware limited partnership, and the SUBSIDIARIES of EQUISTAR CHEMICALS, LP from time to time party hereto; the LENDERS from time to time party hereto, initially consisting of those listed on Schedule 2.01 hereto; BANK ONE, NA, CREDIT SUISSE FIRST BOSTON and JPMORGAN CHASE BANK, as Co-Documentation Agents; CITICORP USA, INC. and BANK OF AMERICA, N.A., as Co-Collateral Agents; and CITICORP USA, INC., as Administrative Agent.