2ND Amdmt To Millenium Asset Contribution Agreement

EXHIBIT 10.11(b)


SECOND AMENDMENT TO MILLENNIUM ASSET CONTRIBUTION AGREEMENT
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This Second Amendment to Millennium Asset Contribution Agreement (this "Second Amendment"), dated as of September 30, 2001, is entered into by and among Millennium Petrochemicals Inc., a Virginia corporation (the "Contributor"), Millennium Petrochemicals LP LLC, a Delaware limited liability company (the "Contributing Partner") and Equistar Chemicals, LP, a Delaware limited partnership (the "Partnership").


RECITALS:
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A. The Contributor, the Contributing Partner and the Partnership are parties to that certain Asset Contribution Agreement, dated as of December 1, 1997, as amended by that certain First Amendment to Millennium Asset Contribution Agreement, dated as of May 15, 1998 (such agreement, as amended by the First Amendment, herein called the "Asset Contribution Agreement").


B. Following execution of the Asset Contribution Agreement, the Contributor, the Contributing Partner and the Partnership (the "Parties" and each individually, a "Party") have agreed to certain amendments clarifying the treatment of, and procedures pertaining to the management of, certain claims arising under the Asset Contribution Agreement.


C. Simultaneously, and as an integral part of the resolution of the matters referenced herein, (i) the Partnership and certain affiliates of Occidental Petroleum Corporation have agreed to make certain amendments pursuant to that certain First Amendment to Occidental Asset Contribution Agreement dated as of September 30, 2001 (the "Occidental First Amendment") and (ii) the Partnership and certain affiliates of Lyondell Chemical Company have agreed to settle certain claims and make certain amendments pursuant to that certain Second Amendment to Lyondell Asset Contribution Agreement dated as of September 30, 2001 (the "Lyondell Second Amendment").


D. Accordingly, the Parties desire to amend the Asset Contribution Agreement on the terms set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Asset Contribution Agreement. All section references in this Second Amendment are intended to refer to provisions contained in the Asset Contribution Agreement.


NOW THEREFORE, in consideration of the premises and of the mutual covenants of the Parties hereto, it is hereby agreed that the Asset Contribution Agreement is hereby amended as follows:


Section 1. Seven Year PCCL Claims. In settlement of a dispute
--------------------------------- concerning treatment of certain claims under the Asset Contribution Agreement, the Parties hereby agree that the liabilities set forth on Exhibit A, in the
--------- amounts specified therein, shall be deemed to be Seve ...