Amendment No. 2 to Receivables Purchase Agreement among Equistar Receivables II, LLC, Equistar Chemicals, LP, and Purchasers

Exhibit 4.7(b)

AMENDMENT dated as of November 2, 2005 to the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the "Seller"), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Servicer"), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the "Agent"), CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent.

The parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Receivables Agreement has the meaning assigned to such term in the Receivables Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Receivables Agreement shall, after this Amendment becomes effective, refer to the Receivables Agreement as amended hereby.

Section 2. Amended Definitions. (a) Section 1.1 of the Receivables Agreement is hereby amended by inserting the following definition therein in correct alphabetical order:

"Amendment No. 2 Effective Date" means November 2, 2005.

(b) The following definition in Section 1.1 of the Receivables Agreement is amended to read in its entirety as follows:

"Commitment Termination Date" means the fifth anniversary of the Amendment No. 2 Effective Date.

(c) The definition of "Co-Documentation Agents" in the introductory paragraph of the Receivables Agreement is hereby amended in its entirety to refer to CREDIT SUISSE FIRST BOSTON, JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents.

(d) The definition of "Commitment" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the phrase "under the name of such Initial Purchaser on the signature pages hereto" in such definition and by inserting the phrase "next to the name of such Initial Purchaser on Schedule X hereto" in place thereof.

(e) The definition of "Total Commitments" in Section 1.1 of the Receivables Agreement is hereby amended to by inserting the following sentence at the end thereof:

"On and after the Amendment No. 2 Effective Date, the Total Commitments aggregate $600,000,000."

(f) The definition of "Applicable Margin" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:

(g) The definition of "Applicable Unused Commitment Fee Rate" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:

(h) The definition of "Initial Purchasers" in the first paragraph of the Receivables Agreement is hereby amended by deleting the phrase "on the signature pages hereof" and inserting in place thereof the phrase "on Schedule X hereto".

Section 3. Change in Commitments. With effect from and including the Amendment Effective Date (as defined below), (i) each Person listed on the signature pages hereof that is not a party to the Receivables Agreement (a "New Purchaser") shall become a Purchaser party to the Receivables Agreement, (ii) the Commitment of each Purchaser shall be the amount set forth opposite the name of such Purchaser on the commitment schedule attached hereto as Exhibit A (the "New Commitment Schedule"), (iii) Schedule X to the Receivables Agreement shall be deleted in its entirety and replaced with the New Commitment Schedule, (iv) any Purchaser under the Receivables Agreement not listed on the New Commitment Schedule (a "Departing Purchaser") shall cease to be a Purchaser party to the Receivables Agreement; provided, that the provisions of Sections 2.12(a), 2.14 and 11.5 of the Receivables Agreement shall continue to inure to the benefit of each Departing P urchaser, and (v) all accrued Yield, fees and other amounts payable under the Receivables Agreement for the account of each Departing Purchaser shall be due and payable on such date and shall be paid in accordance with the ordinary settlement procedures set forth in Section 2.6 of the Receivables Agreement.

Upon the Amendment Effective Date, (i) each New Purchaser shall pay to the Agent an amount equal to its pro rata share of the aggregate outstanding Capital Investments and (ii) any Purchaser (an "Increasing Purchaser") whose Commitment has been increased hereby shall pay to the Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Capital Investments, in each case such payments shall be for the account of each Departing Purchaser and any Purchaser (a "Reducing Purchaser") whose Commitment has been reduced hereby. Upon receipt of such amount by the Agent, (i) each Departing Purchaser shall be deemed to have ratably assigned its outstanding Capital Investments to the New Purchasers and the Increasing Purchasers in accordance with such Purchaser's new Commitment or the increased portion thereof as applicable, (ii) each Reducing Purchaser shall be deemed to have ratably assigned that portion of its outstanding Capital Investments that is be ing reduced to the New Purchasers and the Increasing Purchasers in accordance with such Purchaser's new Commitment or the increased portion thereof as applicable, and (iii) the Agent shall promptly distribute to each Departing Purchaser and Reducing Purchaser its ratable share of the amounts received by the Agent pursuant to this paragraph.

Section 4. Amendments to Article II. Clause (b) of Section 2.4 of the Receivables Agreement is hereby amended by inserting the following phrase after the term "Agent" contained therein:

"or upon 1 Business Day's notice to the Agent in the case of reductions in outstanding Capital bearing Yield solely at the Applicable Base Rate"

Section 5. Amendments to Article V. Clause (f)(ii) of Section 5.4 of the Receivables Purchase Agreement is hereby amended by inserting the following proviso at the end of the first sentence thereof:

";provided further that, unless Total Excess Availability is less than $200,000,000 during any period of five consecutive Business Days within any twelve-month period, the Agent shall conduct no more than two such evaluations pursuant to this Section during such twelve-month period"

Section 6. Representations of Seller and Servicer. Each of the Seller and the Servicer represent and warrant that (i) their respective representations and warranties set forth in Article IV of the Receivables Agreement will be true in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Potential Event of Termination or Event of Termination will have occurred and be continuing on such date.

Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 9. Effectiveness. This Amendment shall become effective on the first date when, and simultaneously with the time upon which, the following conditions are met (the "Amendment Effective Date"):

1. the Agent shall have signed a counterpart hereof and shall have received counterparts hereof signed by each of the Purchasers, each of the New Purchasers, the Seller and the Servicer (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party);
2. the Agent, Citigroup Global Markets, Inc. and Banc of America Securities LLC shall have received payment of all amendment fees (including any fees for the account of the Purchasers in amounts heretofore mutually agreed) arrangement fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Servicer) and other compensation due and payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Transaction Documents or this Amendment; and
3. the Agent shall have received bring-down opinions dated the Amendment Effective Date relating to the opinions delivered on the Closing Date of the Receivables Agreement covering such corporate and other matters as the Agent may reasonably request.

Promptly after the Amendment Effective Date occurs, the Agent shall notify the Seller, the Servicer, the Purchasers and the other Facility Agents thereof, and such notice shall be conclusive and binding on all parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.