Exhibit 10.8
INDEMNITY
THIS INDEMNITY (this
“Indemnity”) by Millennium Petrochemicals Inc
. a
Virginia corporation (“Millennium Indemnitor”),
is in favor of EQUISTAR CHEMICALS, LP, a Delaware limited
partnership (the “Partnership”).
RECITALS:
A. The
indemnity provided in this Indemnity reasonably may be
expected to benefit, directly or indirectly, Millennium
Indemnitor. Further, it is in the best interests of
Millennium Indemnitor to provide the indemnity set forth
hereunder, and such indemnity is necessary or convenient to
the conduct, promotion or attainment of the business of
Millennium Indemnitor.
B. This
Indemnity is issued pursuant to Section 8.6(b) of the Amended
and Restated Limited Partnership Agreement of the
Partnership, dated as of December 19, 2007, among Lyondell
Petrochemical LP4, Inc., Lyondell Petrochemical L.P. Inc.,
Millennium Petrochemicals GP LLC, Millennium Petrochemicals
Partners, LP (“Millennium LP1”), Lyondell
(Pelican) Petrochemical L.P.1, Inc. and Lyondell LP3
Partners, LP, as amended and supplemented through April 15,
2008 (the “Partnership Agreement”).
C. This
Indemnity is provided in replacement of a prior indemnity of
the Millennium Indemnitor dated as of December 19,
2007.
AGREEMENTS:
NOW,
THEREFORE, effective as of December 20, 2007, Millennium
Indemnitor hereby agrees as follows:
1. Notwithstanding
any other provision of this Indemnity but subject to
paragraph 6 below, Millennium Indemnitor shall be
obligated to contribute to the Partnership (the
“Contribution Obligation”) on behalf of
Millennium LP1 the lesser amount $600 million or the
aggregate principal amount of the Referenced
Obligations then outstanding, but only after the holders of
the Referenced Obligations shall have pursued their remedies
to compel payment of the Referenced Obligations by the
Partnership, and if, after exhaustion of all available
remedies, including, without limitation, the liquidation of
assets, payment cannot be obtained from the
Partnership. For purposes of this Indemnity,
Referenced Obligations are:
(1) the
Partnership’s Debentures due 2026 in the principal
amount of $150 million;
(2) up
to $450 million of any bank borrowings of the Partnership
secured by its inventory, and
(3) to
the extent $450 million exceeds any bank borrowings secured by
inventory, trade accounts payable by the Partnership to
unrelated parties up to the amount equal to $450 million less
the bank borrowings secured by inventory.
2. The
obligations of Millennium Indemnitor hereunder to the
Partnership shall not be subject to any reduction,
limitation, impairment or te
