AMENDMENT NO. 4

EX-4.18(D) 4 dex418d.htm AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT Amendment No. 4 to Receivables Purchase Agreement

Exhibit 4.18(d)

AMENDMENT NO. 4

AMENDMENT dated as of September 25, 2006 to the RECEIVABLES PURCHASE AGREEMENT dated as of December 17, 2003 (as amended, the “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. Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement has the meaning assigned to such term in the Agreement.

SECTION 2. Amended Definition. The definition of “Eligible Receivable” is hereby amended by (i) deleting the words “or, to the extent such Person is an Affiliate of any Originator, to LYONDELL-CITGO Refining LP or any of its subsidiaries” in the first paragraph thereof and (ii) deleting paragraph (c) thereof and inserting the word “[reserved;]” in the place thereof.

SECTION 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4. 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 5. Effectiveness. This Amendment shall become effective on the first date on which the Agent shall have received counterparts hereof signed by each of the Purchasers, the Seller and the Servicer (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex 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.

 

CITICORP USA, INC., as Agent

By:  

/s/ David Jaffe

Name:   David Jaffe
Title:   Director / Vice President

EQUISTAR RECEIVABLES II, LLC, as Seller

By:  

/s/ Karen A. Twitchell

Name:   Karen A. Twitchell
Title:   Vice President and Treasurer

EQUISTAR CHEMICALS, LP, as Servicer

By:  

/s/ Karen A. Twitchell

Name:   Karen A. Twitchell
Title:   Vice President and Treasurer

ALLIED IRISH BANKS PLC

By:  

/s/ Martin S. Chin

Name:   Martin S. Chin
Title:   SVP

 

F-1

AmSouth Bank

By:

  

/s/ Bruce Kasper

Name:   Bruce Kasper
Title:   Attorney in Fact

 

BANK OF AMERICA, N.A.

By:

  

/s/ Stephen King

Name:   Stephen King
Title:   Vice President

 

THE BANK OF NEW YORK

By:

  

/s/ David Sunderwirth

Name:   David Sunderwirth
Title:   Vice President

 

Calyon New York Branch

By:

  

/s/ Dennis E. Petito

Name:

  

Dennis E. Petito

Title:

  

Managing Director

By:

  

/s/ Page Dillehunt

Name:   Page Dillehunt
Title:   Managing Director

 

Commerzbank AG, New York and Grand Cayman Branches

By:

  

/s/ Andrew Kjoller

Name:

  

Andrew Kjoller

Title:

  

Vice President

By:

  

/s/ Janet Lee

Name:

  

Janet Lee

Title:

  

Assistant Treasurer

 

F-2

Credit Suisse, Cayman Island Branch
By:  

/s/ Thomas R. Cantello

Name:   Thomas R. Cantello
Title:   Vice President
By:  

/s/ Brian T. Caldwell

Name:   Brian T. Caldwell
Title:   Director

 

GENERAL ELECTRIC CAPITAL CORPORATION

By:  

/s/ Dwayne L. Coker

Name:   Dwayne L. Coker
Title:   Duly Authorized Signatory

 

GMAC COMMERCIAL FINANCE LLP
By:  

/s/ Robert F. McIntrye

Name:   Robert F. McIntrye
Title:   Director

 

JPMORGAN CHASE BANK, N.A.
By:  

/s/ Stacey Haimes

Name:   Stacey Haimes
Title:   Vice President

 

LaSalle Business Credit, LLC
By:  

/s/ Jason T. Sylvester

Name:   Jason T. Sylvester
Title:   Vice President

 

F-3

Signed as a Deed by the undernoted Attorney of Lloyds TSB Commercial Finance Limited

By:  

/s/ James Richard Grundy

Name:   James Richard Grundy
Title:   Credit Director

MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc.

By:  

/s/ James Betz

Name:   James Betz
Title:   VP
National City Business Credit, Inc.
By:  

/s/ Jeffrey W. Swartz

Name:   Jeffrey W. Swartz
Title:   Vice President
RZB Finance LLC
By:  

/s/ John A. Valiska

Name:   John A. Valiska
Title:   First Vice President
By:  

/s/ Christoph Hoedl

Name:   Christoph Hoedl
Title:   Group Vice President
Siemens Financial Services, Inc.
By:  

/s/ Craig L. Johnson

Name:   Craig L. Johnson
Title:   VP. Credit & Operations, Risk Mgt.

 

F-4

UBS AG, STAMFORD BRANCH
By:  

/s/ Richard L. Tavrow

Name:   Richard L. Tavrow
Title:   Director
By:  

/s/ Irja R. Otsa

Name:   Irja R. Otsa
Title:   Associate Director

 

UPS CAPITAL CORPORATION
By:  

/s/ Michael O’Neal

Name:   Michael O’Neal
Title:   Senior Credit Officer

 

Wachovia Capital Finance
By:  

/s/ M. Galovic, Jr.

Name:   M. Galovic, Jr.
Title:   V.P.

 

Webster Business Credit Corporation
By:  

/s/ Gordon Massave

Name:   Gordon Massave
Title:   AVP

 

Wells Fargo Foothill, LLC
By:  

/s/ Patrick McCormack

Name:   Patrick McCormack
Title:   Vice President

 

F-5