Amendment No. 2 to the Credit Facility



 EXHIBIT 4.8(b) 
 [CONFORMED COPY] 
  
 AMENDMENT
NO. 2 TO AMENDED AND 
 RESTATED CREDIT AGREEMENT 
  
 AMENDMENT dated as of May 13, 2003 to the Amended and Restated Credit Agreement dated as of June 27, 2002 (as heretofore
amended, the “Credit Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Borrower”); the LENDERS from time to time party thereto; BANK OF AMERICA, N.A. and CITIBANK, N.A., as Co-Syndication
Agents; SOCIETE GENERALE and UBS WARBURG LLC, as Co-Documentation Agents; and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative 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 Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 
  
 SECTION 2. Amended Definitions. (a) The following
definitions in Section 1.01 of the Credit Agreement are amended to read in their entirety as follows: 
  
 “Capital Expenditures” means, for any Person for any fiscal period, the additions to property, plant and equipment and
other capital expenditures of the Borrower and its Consolidated Subsidiaries for such period, as the same are (or would in accordance with GAAP be) set forth in a statement of cash flows of such Person for such period; provided that
“Capital Expenditures” shall exclude (i) expenditures required, mandated or necessary to comply with the laws, rules, regulations or other requirements of any governmental authority, (ii) expenditures of property and casualty
insurance or any award or other compensation with respect to any condemnations of property (or any transfer or disposition of property in lieu of condemnation) and related insurance deductibles, (iii) expenditures incurred in connection with the
conversion of the Borrower’s MTBE facilities to produce other gasoline blending components in an aggregate amount not exceeding $85,000,000 for all fiscal periods and (iv) Specified Business Acquisitions; and provided further that
“Capital Expenditures” shall include (without duplication) Investments made in the 







 PO-11 JV or the PO-12 JV during such fiscal period to finance Capital Expenditures of such Borrower Joint
Ventures. 
  
 “Specified Business
Acquisition” means (i) the acquisition in whole or in part by the Borrower or any of its Subsidiaries of a butanediol production facility in Botlek, The Netherlands (known as BDO-2), whether by acquisition of securities, property or assets,
(ii) the acquisition by the Borrower of the interests of Occidental Petroleum Corporation in Equistar pursuant to the transactions described in the Information Memorandum or (iii) the acquisition by the Borrower or any of its Subsidiaries of
additional interests in Equistar, either directly or through the acquisition of wholly-owned Subsidiaries that own such interest either directly or indirectly through wholly-owned Subsidiaries, so long as any such acquisition under clause (ii) or
(iii) hereof is in exchange for common equity securities of the Borrower (or cash funded by a substantially simultaneous sale of common equity securities of the Borrower to the seller or an affiliate of the seller). 
  
 (b) The figure “$3,050,000,000” in the definition of Senior Notes
is changed to “$3,250,000,000.” 
  
 SECTION 3. Covenant Amendment. Section 5.15(b) of the Credit Agreement is amended to read in its entirety as follows: 
  
 (b) Prior to the Mandatory Prepayment Release Date, neither the Borrower nor any Subsidiary will optionally prepay, redeem, purchase,
acquire or make any other principal payment in respect of any Debt, including any refinancing thereof, other than (i) the Loans, (ii) Working Capital Facilities, (iii) intercompany Debt, (iv) the Senior Notes from Net Cash Proceeds and Excess Cash
Flow Prepayment Amounts to the extent that those Net Cash Proceeds and Excess Cash Flow Prepayment Amounts are not applied to prepayment of the Term Loans pursuant to Section 2.04(c) by reason of Section 2.04(e) thereof, (v) the Senior Notes to the
extent of any amount that is offered in prepayment, and is not applied to prepayment, of the Term Loans pursuant to Section 2.09(d) and (vi) Debt related to the acquisition described in clause (i) of the definition of Specified Business Acquisition.

  
  
 SECTION 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit 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 
  

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 warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such 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. This Amendment shall become effective on the first date (the “Amendment Effective Date”) when the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the
Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative 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). 
  
 Promptly after the
Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 
  
  

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

	 LYONDELL CHEMICAL COMPANY

		
	 By:
	 	 /s/ Karen A. Twitchell


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



  

	 JPMORGAN CHASE BANK

		
	 By:
	 	 /s/ Marian N. Schulman


	 	 	 Name: Marian N. Schulman
 Title: Managing Director



  

	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Richard L. Stein


	 	 	 Name: Richard L. Stein
 Title: Principal



  

	 CITIBANK, N.A., Individually and as
 Co-Syndication Agent

		
	 By:
	 	 /s/ Carolyn Sheridan


	 	 	 Name: Carolyn Sheridan
 Title: Managing Director & Vice President



  

	 SOCIETE GENERALE

		
	 By:
	 	 /s/ J. Douglas McMurrey, Jr.


	 	 	 Name: J. Douglas McMurrey, Jr.
 Title: Managing Director











	 UBS AG, STAMFORD BRANCH

		
	 By:
	 	 /s/ Wilfred V. Saint


	 	 	 Name: Wilfred V. Saint
 Title: Associate Director
 Banking Products Services, US

		
	 By:
	 	 /s/ Thomas R. Salzano


	 	 	 Name: Thomas R. Salzano
 Title: Director
           Banking Products Services, US



  

	 AURUM CLO 2002-1 LTD.

		
	 By:
	 	 Columbia Management Advisors, Inc.
 (f/k/a Stein Roe & Farnham Incorporated),
 As Investment Manager

		
	 By:
	 	 /s/ Kathleen A. Zarn


	 	 	 Name: Kathleen A. Zarn
 Title: Senior Vice President



  

	 THE BANK OF NEW YORK

		
	 By:
	 	 /s/ Raymond J. Palmer


	 	 	 Name: Raymond J. Palmer
 Title: Vice President



  

	THE BANK OF NOVA SCOTIA
		
	 By:
	 	 /s/ V. Gibson


	 	 	 Name: V. Gibson
 Title: Assistant Agent











	 BANK ONE, NA (Main Office–Chicago)

		
	 By:
	 	 /s/ Daniel A. Davis


	 	 	 Name: Daniel A. Davis
 Title: Director



  

	Sankaty Advisors, LLC as Collateral Manager for CASTLE HILL I—INGOTS, LTD., as Term Lender
		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name: Diane J. Exter
 Title: Managing Director
 Portfolio Manager



  

	Sankaty Advisors, LLC as Collateral Manager for CASTLE HILL II—INGOTS, LTD., as Term Lender
		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name: Diane J. Exter
 Title: Managing Director
 Portfolio Manager



  

	 CREDIT INDUSTRIEL ET COMMERCIAL

		
	 By:
	 	 /s/ Sean Mounier


	 	 	 Name: Sean Mounier
 Title: First Vice President



  

		
	 By:
	 	 /s/ Brian O’Leary


	 	 	 Name: Brian O’Leary
 Title: Vice President











	 GALAXY CLO 1999-1 LTD.

		
	 By:
	 	 /s/ Thomas G. Brandt


	 	 	 Name: Thomas G. Brandt
 Title: Authorized Agent



  

	Sankaty Advisors, LLC as Collateral Manager for GREAT POINT CLO 1999-1 LTD., as Term Lender
		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name: Diane J. Exter
 Title: Managing Director
 Portfolio Manager



  

	 HARBOUR TOWN FUNDING LLC

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Assistant Vice President



  

	 HARBOUR TOWN FUNDING TRUST

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Authorized Agent



  

	 ING PRIME RATE TRUST
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President











	 JUPITER LOAN FUNDING LLC

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Assistant Vice President



  

	 KZH CNC LLC

		
	 By:
	 	 /s/ Rowena Smith


	 	 	 Name: Rowena Smith
 Title: Authorized Agent



  

	 KZH SOLEIL LLC

		
	 By:
	 	 /s/ Rowena Smith


	 	 	 Name: Rowena Smith
 Title: Authorized Agent



  

	 KZH SOLEIL-2 LLC

		
	 By:
	 	 /s/ Rowena Smith


	 	 	 Name: Rowena Smith
 Title: Authorized Agent



  

	 KZH WATERSIDE LLC

		
	 By:
	 	 /s/ Rowena Smith


	 	 	 Name: Rowena Smith
 Title: Authorized Agent











	LIBERTY FLOATING RATE ADVANTAGE FUND
		
	 By:
	 	 Columbia Management Advisors, Inc.
 (f/k/a Stein Roe & Farnham Incorporated),
 As Advisor

		
	 By:
	 	 /s/ Kathleen A. Zarn


	 	 	 Name: Kathleen A. Zarn
 Title: Senior Vice President



  

	 LONG LANE MASTER TRUST IV
  
 By: Fleet National Bank as Trust Administrator

		
	 By:
	 	 /s/ Kevin Kearns


	 	 	 Name: Kevin Kearns
 Title: Managing Director



  

	 ML CLO XII PILGRIM AMERICA
 (CAYMAN) LTD.
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, CFA


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President



  

	 ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, CFA


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President











	 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, CFA


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President



  

	 PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, CFA


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President



  

	 PILGRIM CLO 1999-1 LTD.
  
 By: ING Investments, LLC
 as its investment manager

		
	 By:
	 	 /s/ Charles E. LeMieux, CFA


	 	 	 Name: Charles E. LeMieux, CFA
 Title: Vice President











	 PINEHURST TRADING, INC.

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Assistant Vice President



  

	Sankaty Advisors, LLC as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender
		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name: Diane J. Exter
 Title: Managing Director
 Portfolio Manager



  

	 SRF 2000, INC.

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Assistant Vice President



  

	 STEIN ROE & FARNHAM CLO I LTD.

		
	 By:
	 	 Columbia Management Advisors, Inc.
 (f/k/a Stein Roe & Farnham Incorporated),
 As Portfolio Manager

	 	 	 



		
	 By:
	 	 /s/ Kathleen A. Zarn


	 	 	 Name: Kathleen A. Zarn
 Title: Senior Vice President











	 STEIN ROE FLOATING RATE
 LIMITED LIABILITY COMPANY

		
	 By:
	 	 Columbia Management Advisors, Inc.
 (f/k/a Stein Roe & Farnham Incorporated),
 As Advisor

		
	 By:
	 	 /s/ Kathleen A. Zarn


	 	 	 Name: Kathleen A. Zarn
 Title: Senior Vice President



  

	 TORONTO DOMINION (TEXAS), INC.

		
	 By:
	 	 /s/ Rachel Suiter


	 	 	 Name: Rachel Suiter
 Title: Vice President



  

	 VAN KAMPEN CLO I, LIMITED

		
	 By:
	 	 Van Kampen Investment Advisory Corp.
 As Collateral Manager

		
	 By:
	 	 /s/ William Lenga


	 	 	 Name: William Lenga
 Title: Vice President



  

	 VAN KAMPEN CLO II, LIMITED

		
	 By:
	 	 Van Kampen Investment Advisory Corp.
 As Collateral Manager

		
	 By:
	 	 /s/ William Lenga


	 	 	 Name: William Lenga
 Title: Vice President











	 VAN KAMPEN PRIME RATE INCOME
 TRUST
  
 By: Van Kampen Investment Advisory Corp.

		
	 By:
	 	 /s/ Christina Jamieson


	 	 	 Name: Christina Jamieson
 Title: Vice President



  

	 VAN KAMPEN SENIOR FLOATING RATE
 FUND
  
 By: Van Kampen Investment Advisory Corp.

		
	 By:
	 	 /s/ Darvin D. Pierce


	 	 	 Name: Darvin D. Pierce
 Title: Executive Director



  

	 VAN KAMPEN SENIOR INCOME TRUST
  
 By: Van Kampen Investment Advisory Corp.

		
	 By:
	 	 /s/ Brad Langs


	 	 	 Name: Brad Langs
 Title: Executive Director



  

	 WINGED FOOT FUNDING TRUST

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Authorized Agent