Amendment No. 2 to Receivables Purchase Agreement


 Exhibit 4.25(b) 
  
 AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT 
  
 AMENDMENT dated as of August 20, 2004 to the Receivables Purchase Agreement dated as of December 17, 2003 (the
“Receivables Agreement”) among LYONDELL FUNDING II, LLC, a Delaware limited liability company (the “Seller”), LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Servicer”), the PURCHASERS from
time to time party thereto and CITICORP USA, INC., as asset agent and administrative agent for the Purchasers (the “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 August 20, 2004. 
  
 (b) 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 VII hereto” in place thereof. 
  
 (c) The definition of “Total Commitments” in Section 1.1 of the
Receivables Agreement is hereby amended by inserting the following sentence at the end thereof: 
  
 “On and after the Amendment No. 2 Effective Date, the Total Commitments aggregate $150,000,000.” 
  
 SECTION 3. Amended Schedule. Schedule VII to the Receivables Agreement
is hereby amended by being deleted in its entirety and replaced with Exhibit A hereto. 
  
 SECTION 4. 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 (as defined below) 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 5. Increasing Purchaser Fees. The Servicer agrees to pay to
the Agent for the account of each Purchaser (including the Agent in its capacity as a Purchaser) that increases its Commitment pursuant to this Amendment a fee of 0.25% of the amount by which such Purchaser’s Commitment has been increased.

  
 SECTION 6. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York. 
  
 SECTION 7. 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 8. 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”): 
  
 (a) the Agent shall have signed a counterpart hereof and 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, 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
Agent and the Sole Lead Arranger shall have received payment of all amendment fees (including those fees specified in Section 5 above), other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which
invoices shall have been submitted to the Borrower) and other compensation due and payable to either of the foregoing on or prior to the Amendment Effective Date in connection with the Transaction Documents; and 
  
 (c) 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 and the Purchasers
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. 
  

					
	 CITICORP USA, INC., as Agent

		
	 By:
	 	/s/ David Jaffe
	 	 	

	 	 	 Name:
	 	 David Jaffe

	 	 	 Title:
	 	 Director/Vice President

	
	 LYONDELL FUNDING II, LLC, as Seller

		
	 By:
	 	 /s/ Karen A. Twitchell

	 	 	

	 	 	 Name:
	 	 Karen A. Twitchell

	 	 	 Title:
	 	 Vice President and Treasurer

	
	 LYONDELL CHEMICAL COMPANY,
as Servicer

		
	 By:
	 	 /s/ Karen A. Twitchell

	 	 	

	 	 	 Name:
	 	 Karen A. Twitchell

	 	 	 Title:
	 	 Vice President and Treasurer



  







					
	 CITICORP USA, INC.

		
	 By:
	 	/s/ David Jaffe
	 	 	

	 	 	Name:	 	David Jaffe
	 	 	Title:	 	Director/Vice President
	
	 Bank of America, N.A.

		
	 By:
	 	/s/ Stephen King
	 	 	

	 	 	Name:	 	Stephen King
	 	 	Title:	 	Vice President
	
	 Wells Fargo Foothill, LLC

		
	 By:
	 	/s/ Patrick McCormack
	 	 	

	 	 	Name:	 	Patrick McCormack
	 	 	Title:	 	Assistant Vice President
	
	 Credit Suisse First Boston, acting through
its Cayman Islands Branch

		
	 By:
	 	/s/ Phillip Ho
	 	 	

	 	 	Name:	 	Phillip Ho
	 	 	Title:	 	Director
		
	 By:
	 	/s/ Rianka Mohan
	 	 	

	 	 	Name:	 	Rianka Mohan
	 	 	Title:	 	Associate


  







					
	 BANK ONE, N.A.

		
	 By:
	 	/s/ Thomas Hou
	 	 	

	 	 	Name:	 	 Thomas Hou

	 	 	Title:	 	 Vice President

	
	 National City Business Credit, Inc.
 (formerly known as National City
Commercial Finance, Inc.)

		
	 By:
	 	/s/ Kathryn C. Ellero
	 	 	

	 	 	Name:	 	 Kathryn C. Ellero

	 	 	Title:	 	 Vice President

	
	 THE BANK OF NEW YORK

		
	 By:
	 	/s/ Raymond J. Palmer
	 	 	

	 	 	Name:	 	Raymond J. Palmer
	 	 	Title:	 	 Vice President