AMENDMENTNO. 1 TO RECEIVABLES PURCHASE AGREEMENT AND UNDERTAKING AGREEMENT

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AMENDMENT dated as of April 30, 2008 to (i) the RECEIVABLES PURCHASE AGREEMENT dated as of December 20, 2007 (the “Receivables Purchase Agreement”) among LYONDELLBASELL RECEIVABLES I, LLC, a Delaware limited liability company, as the Seller, LYONDELL CHEMICAL COMPANY (which is the surviving entity following its merger with BIL Acquisition Holdings Limited), a Delaware corporation, as the Servicer, the banks and other financial institutions party thereto as the Purchasers and CITIBANK, N.A., as Agent, and (ii) the UNDERTAKING AGREEMENT dated as of December 20, 2007 (the “Undertaking Agreement”) by each of LYONDELL CHEMICAL COMPANY, as Servicer and as Originator, EQUISTAR CHEMICALS, LP, as Originator, HOUSTON REFINING LP, as Originator and any additional Originator from time to time party thereto, in favor of the Purchasers and CITIBANK, N.A., as 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 Purchase Agreement or in the Undertaking Agreement, as applicable, has the meaning assigned to such term in the Receivables Purchase Agreement or the Undertaking Agreement, as applicable. 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 Purchase Agreement and the Undertaking Agreement shall, after this Amendment becomes effective, refer to the Receivables Purchase Agreement or the Undertaking Agreement, as applicable, as amended hereby.

Section 2.  Amendment to the Receivables Purchase Agreement.  The definition of Restricted Subsidiary in Section 1.1 of the Receivables Purchase Agreement is amended to read as follows:

“Restricted Subsidiary” shall mean any Subsidiary which is a “Restricted Subsidiary” as defined in the Senior Facility Credit Agreement.

Section 3.  Amendments to the Undertaking Agreement. The Undertaking Agreement is amended as follows:

(a)     The phrase “10⅝% Senior Unsecured Notes due 2008 of Equistar, the 101/8% Senior Unsecured Notes due 2011 of Equistar” in the definition of “Existing Notes” in Section 1.01 is changed to “101/8% Senior Unsecured Notes due 2008 of Equistar, the 10⅝% Senior Unsecured Notes due 2011 of Equistar.”

(b)     Section 4.03(g) is amended by the addition of the phrase “the Senior Facility Credit Agreement,” immediately preceding the reference to “the Senior Second Lien Debt.”

(c)     The phrase “(i) $750,000,000 and (ii) 3% of Consolidated Net Tangible Assets” appearing in Section 4.03(k) is changed to “(i) $1,000,000,000 and (ii) 4% of Consolidated Net Tangible Assets.”

(d)     The phrase “such merger, consolidation or amalgamation involves an Originator and” is added to Section 4.04(d)(ii) immediately following the word “if.”

Section 4.  Representations.

(a)     Each of the Seller and the Servicer represents and warrants that (i) its representations and warranties set forth in Article 4 of the Receivables Purchase Agreement are true in all material respects on and as of the date hereof 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 (which representations and warranties were true and correct in all material respects on and as of such earlier date) and (ii) no Event of Termination has occurred and is continuing on the date hereof; and

(b)     Each Originator represents and warrants that its representations and warranties set forth in Article 2 of the Undertaking Agreement are true in all material respects on and as of the date hereof 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 (which representations and warranties were true and correct in all material respects on and as of such earlier date).

Section 5.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 6.  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 7.  Effectiveness.

(a)     The amendment to the Receivables Purchase Agreement pursuant to this Amendment shall become effective on the date when the Agent shall have received counterparts hereof signed by the Seller, the Servicer, the Agent and the Required Purchasers (or, in the case of any of the foregoing parties 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).

(b)     The amendments to the Undertaking Agreement pursuant to this Amendment shall become effective on the date when the Agent shall have received counterparts hereof signed by each Originator, the Required Purchasers and the Agent (or, in the case of any of the foregoing parties 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).

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

	LYONDELLBASELL RECEIVABLES I, LLC, as Seller
	By:	/s/ Karen A. Twitchell
		Name:	Karen A. Twitchell
		Title:	Authorized Representative

 

 

 

	LYONDELL CHEMICAL COMPANY, as Servicer and as Originator
	By:	/s/ Karen A. Twitchell
		Name:	Karen A. Twitchell
		Title:	Authorized Representative

 

 

 

	EQUISTAR CHEMICALS, LP as Originator
	By:	/s/ Karen A. Twitchell
		Name:	Karen A. Twitchell
		Title:	Authorized Representative

 

 

 

	HOUSTON REFINING LP as Originator
	By:	/s/ Karen A. Twitchell
		Name:	Karen A. Twitchell
		Title:	Authorized Representative

 

 

 

	CITIBANK, N.A., as Agent
	By:	/s/ David Jeffe
		Name:	David Jeffe
		Title:	Director/Vice President

 

 

 

	CITIBANK, N.A.,
	By:	/s/ David Jeffe
		Name:	David Jeffe
		Title:	Director/Vice President

 

 

 

	ABN AMRO BANK, N.V.
	By:	/s/ Erwin Illegible
		Name:	Erwin Illegible
		Title:	E.D.
	By:	/s/ Marko Kreizer
		Name:	Marko Kreizer
		Title:	A.D.

 

 

 

	GOLDMAN SACHS CREDIT PARTNERS L.P.
	By:	/s/ Bruce H. Mendelsohn
		Name:	Bruce H. Mendelsohn
		Title:	Authorized Signatory

 

 

 

	MERRILL LYNCH CAPITAL CORPORATION
	By:	/s/ Anand Melvani
		Name:	Anand Melvani
		Title:	Vice President

 

 

 

	UBS LOAN FINANCE LLC
	By:	/s/ Mary E. Evans
		Name:	Mary E. Evans
		Title:	Associate Director
	By:	/s/ Irja R. Otsa
		Name:	Irja R. Otsa
		Title:	Associate Director