EXHIBIT 24.1
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
27th day of June, 1999.
/s/ William T. Butler
----------------------------
WILLIAM T. BUTLER
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ Carol Anderson
----------------------------
CAROL ANDERSON
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
28th day of June, 1999.
/s/ Travis Engen
----------------------------
TRAVIS ENGEN
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ STEPHEN F. HINCHLIFFE, JR.
--------------------------------
STEPHEN F. HINCHLIFFE, JR.
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ Dudley C. Mecum II
----------------------------
DUDLEY C. MECUM II
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ Frank Savage
----------------------------
FRANK SAVAGE
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
28th day of June, 1999.
/s/ PAUL R. STALEY
----------------------------
PAUL R. STALEY
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ DAN F. SMITH
----------------------------
DAN F. SMITH
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ KELVIN R. COLLARD
----------------------------
KELVIN R. COLLARD
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement"), in connection with the Company's proposal to offer to exchange up
to $900,000,000 aggregate principal amount of 9 5/8% senior secured notes,
series A, $1,000,000,000 aggregate principal amount of 9 7/8% senior secured
notes, series B, and $500,000,000 aggregate principal amount of 10 7/8% senior
subordinated notes, registered under the Act, for like aggregate principal
amounts of outstanding senior secured notes, series A, senior secured notes,
series B, and senior subordinated notes.
NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer, or both, as the case may be, of the Company, does hereby appoint DAN F.
SMITH, JEFFREY R. PENDERGRAFT and EDWARD W. RICH, and each of them severally,
his or her true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name, place and stead, in his or her capacity as a
director or officer or both, as the case may be, of the Company, the
Registration Statement and all instruments necessary or incidental in connection
therewith, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys or any of them shall deem necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever necessary or desirable to be done to
the premises, as fully and to all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
29th day of June, 1999.
/s/ JOSEPH M. PUTZ
----------------------------
JOSEPH M. PUTZ