Contract
Exhibit 10.7(a)
FIRST
SUPPLEMENT EFFECTIVE AS OF DECEMBER 20, 2007
TO
THE
AMENDED
AND RESTATED
OF
EQUISTAR
CHEMICALS, LP
(As
amended through December 19, 2007)
Whereas,
an Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP
dated December 19, 2007 (the “Amended Partnership
Agreement”) was entered into by and among Lyondell LP4 Inc., a
Delaware corporation (“Lyondell LP4”),
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”) and Lyondell LP3 Partners, LP, a Delaware limited partnership
(“Lyondell
LP3”).
Whereas,
pursuant to Section 2.4 of the Amended Partnership Agreement, on December 20,
0000, Xxxxxxxx XX0, Xxxxxxxx LP, Lyondell (Pelican) LP1, and Lyondell LP3 made
Unilateral Contributions.
Whereas,
such Unilateral Contributions affect the Units and Capital Accounts of the
Partners in the Partnership.
Whereas, the Unilateral Contributions
and final 2007 operating results of the Partnership require other amendments to
the agreements among the Partners.
Now, therefore, in consideration of the
premises and the mutual covenants of the parties hereto, it is hereby agreed as
follows, effective on December 20, 2007 (the “Supplemental Effective
Time”):
1. Unless
otherwise stated, the definitions of capitalized terms used in this Agreement,
including the schedule or appendices hereto, are set forth in Appendix A to the
Amended Partnership Agreement.
2. The
attached Supplemental Schedule 2.1 sets forth the Unilateral Contributions,
revised total number of Units of each Partner following such Contributions, and
Revalued Capital Accounts of the Partners as of the Supplemental Effective
Time. Such Supplemental Schedule 2.1 reflects the operation of
Section 2.4 of the Amended Partnership Agreement. Such revalued
Capital Accounts reflect the provision in the definition of Book Value requiring
Book Values to be adjusted to equal their respective gross fair market values
upon the occurrence of the Unilateral Contributions as an event described in
Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5)(i).
3. The
undersigned hereby amend Section 8.6(b) of the Amended Partnership Agreement to
strike “$500 million” in the second sentence and replace it with “$750
million”. Millennium Petrochemicals Inc. further replaces its
Millennium Indemnity in the amount of $300 million dated December 19, 2007 with
a further indemnity in the amount of $600 million effective as of the
Supplemental Effective Date.
4. The
undersigned hereby amend Section 4.1 of the Amended Partnership Agreement to
provide the following additional subsection 4.1(h) effective as of the
Supplemental Effective Date:
In the
event that the combined share of liabilities of the Partnership for Millennium
GP and Millennium LP is less than $550 million as of December 31, 2007 for
purposes of Section 752 of the Code, then for the year 2007, items of revenue
otherwise allocable to Lyondell LP, Lyondell LP3, Lyondell LP4, and Lyondell
(Pelican) LP1 (the “Non-Millennium Partners”) in the amount of $250 million
shall instead be allocated to Millennium LP and Millennium GP pro rata. Further,
in the event any allocation is made under the preceding sentence, if during any
12 month period the Partnership sells, distributes to Partners, or otherwise
disposes of more than 80% in value of the assets it owned at the beginning of
such year, $250 million of any gain otherwise allocable to the Non-Millennium
Partners shall instead be allocated to the Millennium LP and Millennium GP pro
rata.
IN WITNESS WHEREOF, this
Agreement has been executed on behalf of each of the parties hereto on or before
April 15, 2008, by their respective officers thereunto duly authorized,
effective as of the Supplemental Effective Time.
GENERAL
PARTNERS
MILLENNIUM
PETROCHEMICALS GP LLC
By: Millennium
Petrochemicals Inc.,
its Manager
By: /s/
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President
LYONDELL
LP4 INC.
By: /s/
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
[Signature
Page for the First Supplement to Amended and Restated Limited Partnership
Agreement]
LIMITED
PARTNERS
LYONDELL
PETROCHEMICAL L.P. INC.
By: /s/
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
LYONDELL
(PELICAN) PETROCHEMICAL L.P.1, INC.
By: /s/
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
LYONDELL
LP3 PARTNERS, LP
By: Lyondell
LP3 GP LLC
its general partner
By: /s/ Xxxxxxx X.
XxXxxxx
Xxxxxxx X. XxXxxxx
President and Treasurer
MILLENNIUM
PETROCHEMICALS PARTNERS, LP
By: Millennium
Petrochemicals GP, LLC its
general partner
By: Millennium
Petrochemicals Inc., its
Manager
By: /s/
Xxxxxx X. Xxxxxx
Xxxxxx
X. Xxxxxx
Vice
President
[Signature
Page for First Supplement to Amended and Restated Limited Partnership
Agreement]
SUPPLEMENTAL SCHEDULE
2.1
December 20, 2007 Effective
Items
Partner
|
Unilateral Capital
Contributions
|
Revalued Capital Account
|
Revised Total Units
|
|
Lyondell
LP4
|
$ 19,835,726
|
$ 56,381,500
|
1,267
|
|
Lyondell
LP
|
822,647,701
|
2,293,619,000
|
51,542
|
|
Lyondell
(Pelican) LP1
|
80,014,633
|
374,734,500
|
8,421
|
|
Lyondell
LP3 Partners, LP
|
780,813,378
|
2,115,797000
|
47,546
|
|
Millennium
GP
|
0
|
26,255,000
|
590
|
|
Millennium
LP
|
0
|
1,286,495,000
|
28,910
|
|
Total
|
$1,703,311,438
|
$6,153,282,000
|
138,276
|
|