Amendment No. 4 to Receivables Purchase Agreement




 Exhibit 4.7(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


  

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	 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



  

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	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


  

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	 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.


  

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	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


  

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