**Exhibit 4.7(d)**

AMENDMENT NO. 4 

AMENDMENT dated as of September 25, 2006 to the RECEIVABLES PURCHASE AGREEMENT datedas 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 heretoagree as follows: 

SECTION 1*. Defined Terms.*Unless otherwise specifically defined herein, each term used herein which is defined inthe 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*. GoverningLaw.*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 hereofsigned 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 writtenconfirmation 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 datefirst above written. 

 

CITICORP USA, INC., as Agent
By: 
/s/ David Jaffe
Name: David JaffeTitle: Director / Vice President
EQUISTAR RECEIVABLES II, LLC, as Seller
By: 
/s/ Karen A. Twitchell
Name: Karen A. TwitchellTitle: Vice President and Treasurer
EQUISTAR CHEMICALS, LP, as Servicer
By: 
/s/ Karen A. Twitchell
Name: Karen A. TwitchellTitle: Vice President and Treasurer
ALLIED IRISH BANKS PLC
By: 
/s/ Martin S. Chin
Name: Martin S. ChinTitle: SVP
 

F-1 

AmSouth Bank

By:
 
/s/ Bruce Kasper
Name: Bruce KasperTitle: Attorney in Fact
 

BANK OF AMERICA, N.A.

By:
 
/s/ Stephen King
Name: Stephen KingTitle: Vice President
 

THE BANK OF NEW YORK

By:
 
/s/ David Sunderwirth
Name: David SunderwirthTitle: Vice President
 

Calyon New York Branch

By:
 
/s/ Dennis E. Petito

Name:
 
Dennis E. Petito

Title:
 
Managing Director

By:
 
/s/ Page Dillehunt
Name: Page DillehuntTitle: 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 BranchBy: 
/s/ Thomas R. Cantello
Name: Thomas R. CantelloTitle: Vice PresidentBy: 
/s/ Brian T. Caldwell
Name: Brian T. CaldwellTitle: Director
 

GENERAL ELECTRIC CAPITAL CORPORATION
By: 
/s/ Dwayne L. Coker
Name: Dwayne L. CokerTitle: Duly Authorized Signatory
 
GMAC COMMERCIAL FINANCE LLPBy: 
/s/ Robert F. McIntrye
Name: Robert F. McIntryeTitle: Director
 
JPMORGAN CHASE BANK, N.A.By: 
/s/ Stacey Haimes
Name: Stacey HaimesTitle: Vice President
 
LaSalle Business Credit, LLCBy: 
/s/ Jason T. Sylvester
Name: Jason T. SylvesterTitle: 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 GrundyTitle: Credit Director
MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc.
By: 
/s/ James Betz
Name: James BetzTitle: VPNational City Business Credit, Inc.By: 
/s/ Jeffrey W. Swartz
Name: Jeffrey W. SwartzTitle: Vice PresidentRZB Finance LLCBy: 
/s/ John A. Valiska
Name: John A. ValiskaTitle: First Vice PresidentBy: 
/s/ Christoph Hoedl
Name: Christoph HoedlTitle: Group Vice PresidentSiemens Financial Services, Inc.By: 
/s/ Craig L. Johnson
Name: Craig L. JohnsonTitle: VP. Credit & Operations, Risk Mgt.
 

F-4 

UBS AG, STAMFORD BRANCHBy: 
/s/ Richard L. Tavrow
Name: Richard L. TavrowTitle: DirectorBy: 
/s/ Irja R. Otsa
Name: Irja R. OtsaTitle: Associate Director
 
UPS CAPITAL CORPORATIONBy: 
/s/ Michael O’Neal
Name: Michael O’NealTitle: Senior Credit Officer
 
Wachovia Capital FinanceBy: 
/s/ M. Galovic, Jr.
Name: M. Galovic, Jr.Title: V.P.
 
Webster Business Credit CorporationBy: 
/s/ Gordon Massave
Name: Gordon MassaveTitle: AVP
 
Wells Fargo Foothill, LLCBy: 
/s/ Patrick McCormack
Name: Patrick McCormackTitle: Vice President
 

F-5