Lyondell Fee Approval Order

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------x : : In re: : : LYONDELL CHEMICAL COMPANY, et al., : : : : Debtors. : --------------------------------------------------------------x

Chapter 11 Case No. 09-10023 (REG) Jointly Administered

ORDER GRANTING APPLICATIONS FOR ALLOWANCE OF PROFESSIONAL COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM JANUARY 6, 2009 THROUGH APRIL 30, 2009 Upon the applications of (i) Cadwalader, Wickersham & Taft LLP, as counsel for Lyondell Chemical Company and its affiliated debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the “Debtors”), (ii) Susman Godfrey LLP, as conflicts counsel for the Debtors, (iii) Law Office of Mark L. Carlton, as special counsel for the Debtors, (iv) Halleland Lewis Nilan & Johnson, P.A., as special litigation counsel for the Debtors, (v) Kelley Drye & Warren LLP, as special litigation counsel for the Debtors, (vi) Gardere Wynne Sewell LLP, as special litigation counsel for the Debtors, (vii) Blank Rome LLP, as special litigation counsel for the Debtors, (viii) Clifford Chance LLP, as European attorneys for the Debtors, (ix) Porzio, Bromberg & Newman, P.C., as special litigation counsel for the Debtors, (x) Evercore Group L.L.C., as investment banker and financial advisor for the Debtors, (xi) Baker Botts L.L.P., as special counsel for the Debtors, (xii) Nexant Inc., as valuation consultants and industry experts for the Debtors, (xiii) Deloitte Tax LLP, as tax service providers for the Debtors, (xiv) Brown Rudnick LLP, as counsel for the Official Committee of Unsecured Creditors appointed in these cases (the “Creditors’ Committee”), (xv) Peter J. Solomon

Company, as investment banker for the Creditors’ Committee, (xvi) Mesirow Financial Consulting, LLC, as financial advisor to the Creditors’ Committee, and (xvii) Chemical Market Associates, Inc., as industry expert for the Creditors’ Committee, seeking allowance of interim compensation for professional services rendered and reimbursement of actual and necessary expenses incurred (as may be amended, collectively, the “Applications,” and each applying professional, an “Applicant”) during the period from January 6, 2009 through April 30, 2009 (the “Compensation Period”);1 and upon the objections thereto filed by (i) the United States Trustee on July 15, 2009, (ii) UBS AG, Stamford Branch, Merrill Lynch Capital Corporation and certain other Joining Parties (the “Lenders”) on July 15, 2009, and (iii) otherwise interposed by parties in interest (collectively, the “Objections”); and hearings to consider the Applications and the Objections having been held before this Court on July 21, 2009 and August 11, 2009 (the “Hearings”); and the Court having jurisdiction to consider the Applications and the relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Applications and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Applications having been provided, and it appearing that no other or further notice need be provided; and the Court having reviewed the Applications and the Objections, and having heard the statements in respect thereof at the Hearings; and the Court having determined that the legal and factual bases set forth in the Applications and at the Hearings establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor; it is hereby

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The Compensation Period for the Application of Deloitte Tax LLP runs from February 9, 2009 through April 30, 2009.

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ORDERED that subject to the further terms of this Order, the Applications are granted pursuant to 11 U.S.C. §§ 330 and 331, in whole or part, as set forth in Schedule A annexed hereto; and it is further ORDERED that the professional compensation and reimbursement requested by the respective Applicants are hereby allowed in the amounts so indicated in Schedule A, subject to a holdback of 20% of the allowed amounts for professional compensation (there being no holdback for reimbursement of professional expenses), and thus are awarded in the amounts indicated in Schedule A as “Awarded Fees” and “Awarded Expenses,” respectively (collectively, the “Awarded Fees and Expenses”); and it is further ORDERED that the amounts sought in the Applications of the Creditors’ Committee’s professionals, specifically Brown Rudnick LLP, Peter J. Solomon Company, Mesirow Financial Consulting, LLC, and Chemical Market Associates, Inc. (collectively, the “Committee Professionals”), shall be allowed, but shall not be awarded at this time to the extent that the amounts sought for professional compensation both (a) relate to the Creditors’ Committee’s investigation of, and prosecution of proceedings related to, the Pre-Petition Lender Security Interests (as defined in this Court’s final order authorizing postpetition financing, dated March 1, 2009 [Docket No. 1002]) (the “Capped Activities”), and (b) exceed $250,000 in the aggregate (for avoidance of doubt, the amounts that may not paid at this time have been taken into account in calculating the amounts to be awarded in Schedule A), without prejudice to the Committee Professionals’ right to seek payment of amounts not awarded at this time in connection with applications for final allowance of fees and expenses at the conclusion of these chapter 11 cases, or with the consent of the Lenders or permission of the Court, subject to the

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rights of parties in interest to object thereto on any grounds not already decided by the Court at the Hearings; and it is further ORDERED that the professional compensation and reimbursement requested by the Committee Professionals are hereby allowed (a) with respect to Capped Activities, in an amount equal to each Committee Professional’s pro rata share of $250,000 based upon the amount of fees incurred by such Committee Professional related to Capped Activities as a percentage of the total amount of fees incurred by all Committee Professionals related to Capped Activities during the Compensation Period (for avoidance of doubt, such pro rata sharing has been taken into account in calculating the amounts to be awarded in Schedule A), and (b) with respect to all other activities, in the amounts requested (to the extent not reduced pursuant to agreement of the parties in resolution of objections), all subject to a holdback of 20% of the allowed amounts for professional compensation; and it is further ORDERED that the Debtors are hereby authorized and directed, immediately upon entry of this Order and receipt of appropriate wiring instructions, to wire-transfer to each Applicant any portion of such Applicant’s Awarded Fees and Expenses, if any, that has not already been paid pursuant to the Court’s Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Committee Members dated January 23, 2009 (the “Compensation Procedures Order”); and it is further ORDERED that any amounts previously paid to any Applicant as professional compensation or reimbursement of expenses incurred during the Compensation Period in excess of the amounts awarded hereby shall be credited against the full amount of each next invoice of such Applicant for periods subsequent to the Compensation Period, until recovered in full; and it is further

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ORDERED that any party required to file an application for the Compensation Period (or any part thereof) that did not do so shall file such application contemporaneously with its application for the subsequent compensation period at the time appointed therefor, and in the interim may continue to be compensated and reimbursed pursuant to the Interim Compensation Order. Dated: New York, New York August 19, 2009

s/ Robert E. Gerber UNITED STATES BANKRUPTCY JUDGE

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Schedule A

Schedule A FIRST COMPENSATION PERIOD (January 6, 2009 – April 30, 2009) Application Date

Docket No.

Requested Fees

Requested Expenses

Allowed Fees

Cadwalader, Wickersham & Taft LLP

June 12, 2009

2008

$24,214,150.00

$825,522.26

$24,109,650.00

$820,815.30

$19,287,720.00

$820,815.30

Susman Godfrey LLP

July 20, 20092

2296

$216,620.00

$23,801.98

$183,907.35

$22,976.11

$147,125.88

$22,976.11

June 4, 2009

1931

$108,665.00

$153,788.36

$108,665.00

$152,263.79

$86,932.00

$152,263.79

June 5, 2009

1933

$699,335.50

$108,664.25

$699,335.50

$108,664.25

$559,468.40

$108,664.25

Kelley Drye & Warren LLP

June 16, 20093

2027

$502,903.00

$22,629.57

$494,514.00

$19,996.61

$395,611.20

$19,996.61

Gardere Wynne Sewell LLP

July 7, 20094

2170

$401,164.50

$12,443.63

$401,164.50

$12,443.63

$320,931.60

$12,443.63

Blank Rome LLP

June 5, 2009

1959

$1,649,981.36

$71,932.63

$1,649,981.36

$71,932.63

$1,319,985.09

$71,932.63

Clifford Chance LLP

June 5, 2009

1939

£1,346,283.00

£20,748.22

£1,228,425.90

£12,753.17

£982,740.72

£12,753.17

Porzio, Bromberg & Newman, P.C.

June 11, 2009

1994

$294,217.00

$13,546.98

$275,781.43

$13,546.98

$220,625.14

$13,546.98

Evercore Group L.L.C.

June 12, 2009

2000

$13,256,048.39

$62,552.24

$13,256,048.39

$54,314.54

$10,604,838.71

$54,314.54

Baker Botts L.L.P.

June 12, 2009

2006

$717,208.00

$31,715.17

$716,456.50

$8,655.44

$573,165.20

$8,655.44

Nexant Inc.

July 10, 20095

2208

$540,162.50

$7,325.11

$540,162.50

$7,325.11

$432,130.00

$7,325.11

Deloitte Tax LLP

July 10, 2009

2206

$492,635.00

$2,566.00

$446,671.00

$1,872.00

$357,336.80

$1,872.00

Applicant

Law Office of Mark L. Carlton Halleland Lewis Nilan & Johnson, P.A.

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Amended. Original application filed June 12, 2009 (Docket No. 1995).

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Amended. Original application filed June 5, 2009 (Docket No. 1934).

4

Amended. Original application filed June 5, 2009 (Docket No. 1945).

5

Amended. Original application filed June 12, 2009 (Docket No. 2002).

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Allowed Expenses

Awarded Fees

Awarded Expenses

FIRST COMPENSATION PERIOD (January 6, 2009 – April 30, 2009) Application Date

Docket No.

Brown Rudnick LLP

June 12, 2009

1999

$5,359,567.75

$273,302.26

$5,359,567.75

$219,163.37

$3,732,107.466

$219,163.37

Peter J. Solomon Company

June 12, 2009

1996

$592,741.94

$31,099.57

$592,741.94

$31,099.57

$474,193.557

$31,099.57

June 12, 2009

2005

$2,129,295.00

$1,755.00

$2,029,295.00

$1,755.00

$974,049.888

$1,755.00

June 12, 2009

1997

$500,703.75

$16,310.81

$496,603.75

$16,310.81

$391,527.069

$16,310.81

Applicant

Mesirow Financial Consulting, LLC Chemical Market Associates, Inc.

Requested Fees

Requested Expenses

Allowed Fees

Allowed Expenses

Awarded Fees

Awarded Expenses

6

This figure does not include any amount on account of $694,433.42 requested in connection with Capped Activities in excess of the Applicant’s pro rata share of the cap (which shall be allowed, but not awarded at this time). Thus, this figure is derived as (i) Allowed Fees less the amount in excess of the Applicant’s pro rata share of the cap, (ii) reduced by 20% for the holdback. 7

No portion of this Applicant’s Requested Fees related to Capped Activities. Thus, this figure is derived as (i) Allowed Fees, (ii) reduced by 20% for the holdback.

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This figure does not include any amount on account of $811,732.65 requested in connection with Capped Activities in excess of the Applicant’s pro rata share of the cap (which shall be allowed, but not awarded at this time). Thus, this figure is derived as (i) Allowed Fees less the amount in excess of the Applicant’s pro rata share of the cap, (ii) reduced by 20% for the holdback. 9

This figure does not include any amount on account of $7,194.93 requested in connection with Capped Activities in excess of the Applicant’s pro rata share of the cap (which shall be allowed, but not awarded at this time). Thus, this figure is derived as (i) Allowed Fees less the amount in excess of the Applicant’s pro rata share of the cap, (ii) reduced by 20% for the holdback.

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