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Deryck A. Palmer, Esq. John J. Rapisardi, Esq. George A. Davis, Esq. Andrew M. Troop, Esq. CADWALADER, WICKERSHAM & TAFT

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Deryck A. Palmer, Esq. John J. Rapisardi, Esq. George A. Davis, Esq. Andrew M. Troop, Esq. CADWALADER, WICKERSHAM & TAFT Hearing Date (as adjourned): February 25, 2009 at 10:30 a.m. (prevailing Eastern time) Deryck A. Palmer, Esq. John J. Rapisardi, Esq. George A. Davis, Esq. Andrew M. Troop, Esq. CADWALADER, WICKERSHAM & TAFT LLP One World Financial Center New York, New York 10281 Telephone: (212) 504-6000 Facsimile: (212) 504-6666 Proposed Attorneys for Lyondell Chemical Company, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re: : : Chapter 11 : LYONDELL CHEMICAL COMPANY, et al., : Case No. 09-10023 (REG) : : Jointly Administered Debtors. : : ----------------------------------------------------------------x NOTICE OF FILING OF SUBSTANTIALLY FINAL SCHEDULES TO THE PROPOSED DEBTOR IN POSSESSION TERM LOAN AGREEMENT PLEASE TAKE NOTICE that, in connection with the hearing scheduled to be held on February 25, 2009 at 10:30 a.m. (prevailing Eastern time) before the Honorable Robert E. Gerber, United States Bankruptcy Judge, in Room 621 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, to consider the motion, dated January 6, 2009 (the “Motion”), of Lyondell Chemical Company and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the “Debtors”), for an order authorizing postpetition debtor in possession financing [Docket No. 7], the Debtors hereby file substantially final drafts of the schedules (the “Schedules”) referenced in the proposed Debtor in Possession Credit Agreement (the “DIP Term Loan Agreement”) submitted in substantially final form on February 20, 2009 [Docket No. 869]. Copies of the Schedules are attached hereto as Exhibit A. Dated: New York, New York February 25, 2009 CADWALADER, WICKERSHAM & TAFT LLP /s/ George A. Davis Deryck A. Palmer, Esq. John J. Rapisardi, Esq. George A. Davis, Esq. Andrew M. Troop, Esq. One World Financial Center New York, New York 10281 Telephone: (212) 504-6000 Facsimile: (212) 504-6666 [email protected] [email protected] [email protected] [email protected] Proposed Attorneys for Lyondell Chemical Company, et al. -2- EXHIBIT A USActive 15535269.2 **DRAFT** SCHEDULES TO DIP TERM LOAN CREDIT AGREEMENT 1.01A Allocation Schedule 1.01B Mortgaged Properties 1.01C Certain Collateral Documents 1.01D Guarantors 1.01E Security Agreements 1.01F Agreed Security Principles 1.01G Certain Prior Casualty Events 1.01H Permitted Joint Ventures 4.03(a)(v)(B) Local Counsel - Jurisdictions 5.06 Material Litigation 5.07 Ownership of Property 5.08 Environmental Matters 5.09 Taxes 5.11 Subsidiaries and Other Equity Investments 6.04(b) Certain Subsidiaries/Divisions 6.15(a) Certain Time Periods for Compliance with Collateral and Guarantee Requirement 7.01(b) Existing Liens 7.02(e) Existing Investments 7.03(b) Existing Indebtedness 7.06(e) Distribution Agreements 7.08 Existing Transactions with Affiliates 7.09 Existing Contractual Obligations 8.01(p) Pre-Petition Payments 10.02 Administrative Agent’s Office, Certain Addresses for Notices SCHEDULE 1.01A ALLOCATION SCHEDULE To be provided. SCHEDULE 1.01B MORTGAGED PROPERTIES Fee / Leaseholder Fee/ Leasehold Property Address Owner Estate of Record Lyondell 10801 Choate Rd, 1. Chemical Fee Pasadena, TX 77507 Company Lyondell 2502 Sheldon Rd, 2. Chemical Fee Channelview, TX 77530 Company 5761 Underwood Road, Equistar 3. Fee Pasadena, TX 75507 Chemicals, LP 8280 Sheldon Road, Equistar 4. Fee Channelview, TX 77530 Chemicals, LP 2 Miles West of FM 2917 Equistar 5. on FM 2004, Alvin, TX Fee Chemicals, LP 77530 3400 Anamosa Road, Equistar 6. Fee Clinton, IA 52732 Chemicals, LP 1501 McKinzie Road, Equistar 7. Corpus Christi, TX Fee Chemicals, LP 78410 1515 Miller Cut Off Equistar 8. Road, LaPorte, TX Fee Chemicals, LP 77571 Texas Highway 60 (13 Equistar 9. miles south of Bay City), Fee Chemicals, LP Bay City, TX 77414 8805 North Tabler Road, Equistar 10. Fee Morris, IL 60450 Chemicals, LP 625 East U.S. Highway Equistar 11. Fee 36, Tuscola, IL 61953 Chemicals, LP 2695 Old Bloomington Equistar 12. Highway, Victoria, TX Ground Lease Chemicals, LP 77095 11530 Northlake Drive, Equistar 13. Fee Cincinnati, OH 45249 Chemicals, LP 110 Third Street, Fairport Equistar 14. Fee Harbor, OH 44077 Chemicals, LP 12000 Lawndale, Houston 15. Fee Houston, TX 77017 Refining LP 12001 Bay Area Blvd., Basell USA, 16. Fee Pasadena, TX Inc. 340 Meadow Road, Basell USA, 17. Fee Edison, NJ 08817 Inc. 1035 Bendix Drive Basell USA, 18. Fee Jackson, TN 38301 Inc. 14101 Highway 108 Basell USA, 19. South, Fee Inc. WestLake, LA 70669 those easements in Nueces County, TX, set Equistar 20. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in San Patricio County, TX, set Equistar 21. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Refugio County TX, set Equistar 22. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Calhoun County, TX, set Equistar 23. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Victoria County, TX, set Equistar 24. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Jackson County, TX, set Equistar 25. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Matagorda County, TX, Equistar 26. Easements set forth on Schedule 5.07 Chemicals, LP A-1 those easements in Brazoria County, TX, set Equistar 27. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Harris Equistar 28. County, TX, set forth on Easements Chemicals, LP Schedule 5.07 A-1 those easements in Galveston County, TX, Equistar 29. Easements set forth on Schedule 5.07 Chemicals, LP A-1 those easements in Equistar 30. Easements Chambers County, TX, Chemicals, LP set forth on Schedule 5.07 A-1 those easements in Calcasieu Parish, LA, set Equistar 31. Easements forth on Schedule 5.07 A- Chemicals, LP 1 those easements in Orange County, TX, set Equistar 32. Easements forth on Schedule 5.07 A- Chemicals, LP 1 SCHEDULE 1.01C CERTAIN COLLATERAL DOCUMENTS 1. U.S. Guarantee and Security Agreement 2. Perfection Certificate 3. UCC Financing Statements 4. Patent Security Grant 5. Trademark Security Grant 6. Copyright Security Grant 7. Share Pledge Agreements made by Basell GmbH SCHEDULE 1.01D U.S. AND FOREIGN GUARANTORS U.S. GUARANTORS Jurisdiction Basell Finance USA Inc. New York Basell North America Inc. Delaware Basell USA Inc. Delaware Equistar Chemicals, LP Delaware Houston Refining LP Delaware LBI Acquisition LLC Delaware LBIH LLC Delaware LyondellBasell Finance Company Delaware Lyondell Chemical Company Delaware Lyondell Chemical Delaware Company Delaware Lyondell Chemical Europe, Inc. Delaware Lyondell Chemical Espana Co. Delaware Lyondell Chemical Nederland, Ltd. Delaware Lyondell Chemical Products Europe LLC Delaware Lyondell Chemical Technology 1 Inc. Delaware Lyondell Chemical Technology Management, Inc. Delaware Lyondell Chemical Technology, L.P. Delaware Lyondell Chimie France LLC Delaware Lyondell-Equistar Holdings Partners Delaware Lyondell Europe Holdings Inc. Delaware Lyondell Houston Refinery Inc. Delaware Lyondell LP3 GP, LLC Delaware Lyondell LP3 Partners, LP Delaware Lyondell LP4 Inc. Delaware Lyondell (Pelican) Petrochemical L.P.1, Inc. Delaware Lyondell Petrochemical L.P. Inc. Delaware Lyondell Refining Company LLC Delaware Lyondell Refining I LLC Delaware Millennium America Holdings Inc. Delaware Millennium America Inc. Delaware Millennium Chemicals Inc. Delaware Millennium Petrochemicals GP LLC Delaware Millennium Petrochemicals Partners, LP Delaware Millennium Specialty Chemicals Inc. Delaware Millennium US Op Co LLC Delaware Millennium Worldwide Holdings I Inc. Delaware Nell Acquisition (US) LLC Delaware FOREIGN GUARANTORS Jurisdiction Basell Asia Pacific Limited Hong Kong Basell Bayreuth Chemie GmbH Germany Basell Canada Inc. Canada Basell Europe Holdings B.V. Netherlands Basell Finance Company B.V. Netherlands Basell Finance & Trading Company B.V. Netherlands Basell Funding S.à r.l. Luxembourg Basell Germany Holdings GmbH Germany LyondellBasell Industries Holdings B.V. Netherlands Basell International Holdings B.V. Netherlands Basell Polyolefine GmbH Germany Basell Polyolefins UK Ltd. England/Wales Basell Sales and Marketing Company B.V. Netherlands Basell UK Holdings Ltd. England/Wales Lyondell Chemie International B.V. Netherlands LyondellBasell Netherlands Holdings B.V. Netherlands LyondellBasell Industries AF S.C.A. Luxembourg SCHEDULE 1.01E SECURITY AGREEMENTS 1. U.S. Guarantee and Security Agreement 2. Patent Security Grant 3. Trademark Security Grant 4. Copyright Security Grant 5. Share Pledge Agreements made by Basell GmbH 6. Foreign Guarantee 7. Any Issuer Control Agreement substantially in form and substance satisfactory to the Administrative Agent 8. Account Control Agreements entered into in favor of the Administrative Agent or the Collateral Agent, at such Agent’s request pursuant to the U.S Guarantee and Security Agreement. SCHEDULE 1.01F AGREED SECURITY PRINCIPLES NON-US AGREED SECURITY PRINCIPLES Agreed Security Principles: 1. This Schedule 1.01F addresses the manner in which the Agreed Security Principles will impact on the Guaranties, Collateral and subordination agreements proposed to be taken or given or entered into in relation to the Loans and the Loan Documents. The Agreed Security Principles set out in this Schedule 1.01F apply only to (i) Persons incorporated (or otherwise formed) outside the United States and (ii) assets located
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