Section 1







Exhibit 4.8(b)



AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT



AMENDMENT dated as of November 2, 2005 to the Undertaking Agreement dated as of December 17, 2003 (the "Undertaking Agreement") by EQUISTAR CHEMICALS, LP, a Delaware limited partnership ("Equistar"), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the "Agent") for the Purchasers) and CITICORP USA, INC., 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 Undertaking Agreement, or incorporated by reference therein, has the meaning assigned to such term in the Undertaking Agreement or so incorporated.  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 Undertaking Agreement shall, after this Amendment becomes effective, refer to the Undertaking Agreement as amended hereby.



Section 2.  Amendments to Article 4.  (a) Section 4.06 of the Undertaking Agreement is hereby amended by deleting the amount "$25,000,000" specified therein and inserting the amount "$75,000,000" in place thereof.



(b) Clause (d) of Section 4.10 of the Undertaking Agreement is hereby amended by deleting the amount "$50,000,000" specified therein and inserting the amount "$75,000,000" in place thereof.



(c) Section 4.13 of the Undertaking Agreement is hereby amended by deleting the amount "$250,000,000" specified therein and inserting the amount "$300,000,000" in place thereof.



Section 3.  Representations of Equistar.  Equistar represents and warrants that (i) the representations and warranties of Equistar set forth in Article 2 of the Undertaking Agreement and 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 4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.



Section 5.  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 6.  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 received counterparts hereof signed by each of the Required Purchasers and Equistar (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, Citigroup Global Markets, Inc. and Banc of America Securities LLC shall have received payment of all amendment fees (including any fees for the account of the Purchasers in amounts heretofore mutually agreed) arrangement fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to Equistar) and other compensation due and payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Transaction Documents or this Amendment; and



(c)Amendment No. 2 to the ABF Agreement shall be effective.



Promptly after the Amendment Effective Date occurs, the Agent shall notify Equistar 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.







	EQUISTAR CHEMICALS, LP




	


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



























	JPMORGAN CHASE BANK, N.A.




	


By:
	


 /s/  Stacey L. Haimes

	Name:Stacey L. Haimes













	Title:Vice President



























 



 



 



 



 



	CREDIT SUISSE, CAYMAN ISLANDS BRANCH (Formerly known as Credit Suisse First Boston, Acting Through Its Cayman Islands Branch)




	


By:
	


/s/  Thomas R. Cantello

	Name:Thomas R. Cantello













	Title:Vice President













	 
	


By:
	


/s/  Gregory S. Richards

	Name:Gregory S. Richards













	Title:Associate



























	WACHOVIA BANK, NATINAL ASSOCIATION, FORMERLY KNOWN AS CONGRESS FINANCIAL CORPORATION (SOUTHWEST)




	


By:
	


/s/  M. Galovic Jr.

	Name:M. Galovic Jr.













	Title:Vice President



























	Webster Business Credit Corp.




	


By:
	


/s/  Christopher Hill

	Name:Christopher Hill













	Title:Vice President



























	AMSOUTH BANK




	


By:
	


/s/  Bruce Kasper

	Name:Bruce Kasper













	Title:Attorney in Fact



























	LaSALLE BUSINESS CREDIT, LLC




	


By:
	


/s/  Jeffrey G. Saperstein

	Name:Jeffrey G Saperstein













	Title:Vice President



























	SIEMENS FINANCIAL SERVICES, INC.




	


By:
	


/s/  Frank Amodio

	Name:Frank Amodio













	Title:Vice President - Credit



























	UBS AG, STAMFORD BRANCH




	


By:
	


/s/  Richard L. Tavrow

	Name:Richard L. Tavrow













	Title:Director, Banking Products Services, US













	 
	


By:
	


/s/  Irja R. Otsa

	Name:Irja R. Otsa













	Title:Associate Director, Banking Products Services, US




























	The Bank of New York




	


By:
	


/s/  John V. Yancey

	Name:John V. Yancey













	Title:Managing Director



























	Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc.




	


By:
	


/s/  James Betz

	Name:James Betz













	Title:Vice President 



























	General Electric Capital Corporation




	


By:
	


/s/  Dwayne Coker

	Name:Dwayne Coker













	Title:Duly Authorized Signor



























	GMAC COMMERCIAL FINANCE LLC




	


By:
	


/s/  Robert F. McIntire

	Name:Robert R. McIntire













	Title:Director



























	VELOCITY CLO, LTD.






  By:  TCW Advisors, Inc.,



          Its Collateral Manager




	


By:
	


/s/  G. Wayne Hosang

	Name:G. Wayne Hosang













	Title:Vice President






By:     ___/s/  Vikas Mavinkurve_______



          Name:  Vikas Mavinkurve



          Title:   Vice President



























	LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.






  By:  TCW Advisors, Inc.,



          As Portfolio Manager of Loan 



          Funding I LLC




	


By:
	


/s/  G. Wayne Hosang

	Name:G. Wayne Hosang













	Title:Vice President






By:     ___/s/  Vikas Mavinkurve_______



          Name:  Vikas Mavinkurve



          Title:   Vice President




























	FIRST 2004-II CLO, LTD.






  By:  TCW Advisors, Inc.,



          Its Collateral Manager




	


By:
	


/s/  G. Wayne Hosang

	Name:G. Wayne Hosang













	Title:Vice President






By:     ___/s/  Vikas Mavinkurve_______



          Name:  Vikas Mavinkurve



          Title:   Vice President




























 



 



	National City Business Credit, Inc.




	


By:
	


/s/  Anthony Alexander

	Name:Anthony Alexander













	Title:Vice President




























	Wells Fargo Foothill, LLC




	


By:
	


/s/  Patrick McCormack

	Name:Patrick McCormack













	Title:Assistant Vice President




























	LLOYDS TSB COMMERCIAL FINANCE LIMITED




	


By:
	


/s/  Paul Herrington

	Name:Paul Herrington













	Title:International Director, ABL




























	UPS CAPITAL CORPORATION, as a Lender




	


By:
	


/s/  John P. Holloway

	Name:John P. Holloway













	Title:Director of Portfolio Management




























	CALYON NEW YORK BRANCH




	


By:
	


/s/  Page Dillehunt

	Name:Page Dillehunt













	Title:Director






By:    ___/s/  Bertrand Cord'homme____



           Name:  Bertrand Cord'homme



           Title:  Director




























 



 



	


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













	


Commerzbank AG, New York and Grand Cayman Branches






 







	


By:
	


/s/  Andrew Campbell

	Name:Andrew Campbell













	Title:Senior Vice President






By:    ___/s/  Andrew Kjoller__________



           Name:  Andrew Kjoller



           Title:  Vice President













	





ALLIED IRISH BANKS, p.l.c.




	


By:
	


/s/  Martin Chin

	Name:Martin Chin













	Title:Senior Vice President






By:    ___/s/  Brian Deegan__________



           Name:  Brian Deegan



           Title:  Assistant Vice President