Exhibit 10.7(a)
FIRST SUPPLEMENT EFFECTIVE AS OF DECEMBER 20, 2007
TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
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, 2007, Lyondell LP4, Lyondell 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)(
