LYONDELL CHEMICAL COMPANY
and the Guarantors party hereto
6.875% Senior Unsecured Notes due 2017
May 30, 2007
May 30, 2007
Citigroup Global Markets Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
As representatives (the “Representatives”)
of the several Underwriters listed in
Schedule A hereto
||Citigroup Global Markets Inc. |
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Lyondell Chemical Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule A hereto (the “Underwriters”), an aggregate of $510,000,000 in principal amount of its 6.875% Senior Unsecured Notes due 2017 (the “Notes”) subject to the terms and conditions set forth herein. The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”).
The Notes will be guaranteed (the “Subsidiary Guarantees”) by the subsidiary guarantors listed on the signature pages hereto (collectively, the “Guarantors”).
The Company and the Guarantors have prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (the file number of which is 333-143351) on Form S-3, relating to the Notes (the “Securities”) to be issued by the Company and the Guarantors. The Company and the Guarantors also have filed with, or propose to file with, the Commission pursuant to Rule 424 under the Securities Act a final prospectus specifically relating to the Notes. The registration statement as amended to the date of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at such time, is hereinafter referred to as the “Registration Statement” and the related prospectus covering the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) to confirm sales of the Notes is hereinafter referred to as the “Prospectus”. If the Company and the Guarantors have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration
Statement, any preliminary form of prospectus (a “preliminary prospectus”) included in the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) on or before the date of this Agreement or the date of any preliminary prospectus or the Prospectus, as the case may be; and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein.
At 3:30 p.m. on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus, as supplemented or amended at the Time of Sale, and each “issuer free-writing prospectus” (as defined pursuant to Rule 433 under the Securities Act) listed on Schedule B hereto as constituting part of the Time of Sale Information.
This Agreement, the Indenture (including the Subsidiary Guarantees) and the Notes are herein referred to collectively as the “Transaction Documents”.
The Company and each Guarantor hereby agrees with the Underwriters as follows:
1. The Company agrees to sell the Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Company at a purchase price equal to 98.50% of the principal amount thereof (plus accrued interest, if any, from the date of issuance to the date of payment and delivery) the principal amount of the Notes set forth opposite such Underwriter’s name on Schedule A hereto. Except as may otherwise be agreed pursuant to Section 11 hereof, the Company shall not be obligated to deliver any of the Notes except upon payment for all of the Notes to be purchased as provided herein.
2. The Company understands that the Underwriters intend (i) to make a public offering of the Notes as soon after (A) the Registration Statement has become effective and (B) the parties hereto have executed and delivered this Agreement, as in the judgment of the Representatives is advisable and (ii) initially to offer the Notes upon the terms set forth in the Time of Sale Information. Such price may be changed at any time without notice.
3. Payment for the Notes shall be made by wire transfer in immediately available funds to the account specified to the Representatives by the Company on June 1, 2007, or at such other time on the same or such other date, not later than the fifth
Business Day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment for the Notes is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York, New York or Houston, Texas.
The Company will deliver to the Underwriters against payment of the purchase price thereof the Notes to be purchased by each Underwriter hereunder in the form of one or more global Notes in registered form without interest coupons which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the global Notes will be held only in book-entry form through DTC except in the limited circumstances described in the Prospectus when they may be transferred in the form of definitive certificated Notes.
4. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.