AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 4.8(a)

AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

AMENDMENT dated as of June 25, 2004 to the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables 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”), BANK ONE, NA, CREDIT SUISSE FIRST BOSTON, and JPMORGAN CHASE BANK, as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset 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 Definition. The definition of “Eligible Receivable” is hereby amended by (i) deleting the words “Millennium or” in the first paragraph thereof, (ii) deleting the words “their respective” in the first paragraph thereof and inserting the word “its” in the place thereof, (iii) deleting the words “Millennium or” in paragraph (c) thereof, and (iv) deleting the words “their respective” in paragraph (c) thereof and inserting the word “its” in the place thereof.

SECTION 3. 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 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 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); and

(b) Lyondell’s acquisition of Millennium shall have been consummated.

Promptly after the Amendment Effective Date occurs, the Agent shall notify the Seller, the Servicer, the Purchasers and the other Facility Agents 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.
By:		/s/    XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		Vice President
EQUISTAR RECEIVABLES II, LLC
By:		/s/    XXXXX X. XXXXXXXXX
Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer
EQUISTAR CHEMICALS, LP
By:		/s/    XXXXX X. XXXXXXXXX
Name:		Xxxxx X. Xxxxxxxxx
Title:		Principal Financial Officer
BANK OF AMERICA, N.A.
By:		/s/    XXXXX X. XXXXX
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President

JPMorgan Chase Bank
By:		/s/    XXXXXX X. XXXXXX
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
By:		/s/    XXXXX XXXXXXX
Name:		Xxxxx Xxxxxxx
Title:		Vice President
By:		/s/    XXXXX XXXX
Name:		Xxxxx Xxxx
Title:		Associate
Bank One, N.A.
By:		/s/    J. XXXXX XXXX
Name:		J. Xxxxx Xxxx
Title:		Director
Congress Financial Corporation (Southwest)
By:		/s/    X. XXXXXXX, XX.
Name:		X. Xxxxxxx, Xx.
Title:		First Vice President
Xxxxxxx Xxxxx Capital, a Division of Xxxxxxx Xxxxx Business Financial Services Inc.
By:		/s/    XXXXX X. XXXX
Name:		Xxxxx X. Xxxx
Title:		Vice President

Siemens Financial Services, Inc.
By:		/s/    XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Vice President-Credit
AmSouth Bank
By:		/s/    XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Attorney-in-Fact
NATIONAL CITY BUSINESS CREDIT, INC.
By:		/s/    XXXXXXX X. FINE
Name:		Xxxxxxx X. Fine
Title:		Director
XXXXX FARGO FOOTHILL, LLC
By:		/s/    XXXX XXXXXXXXXX
Name:		Xxxx Xxxxxxxxxx
Title:		Vice President
LOAN FUNDING, LLC, a wholly owned subsidiary of Citibank, N.A.
By:		TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC
By:		/s/    G. XXXXXX XXXXX
Name:		G. Xxxxxx Xxxxx
Title:		Senior Vice President
By:		/s/    XXXXXXXX X. XXXXXX
Name:		Xxxxxxxx X. Xxxxxx
Title:		Managing Director

The Bank of New York
By:		/s/    XXXXXXX X. XXXXXX
Name:		Xxxxxxx X. Xxxxxx
Title:		Vice President
LaSalle Business Credit, LLC
By:		/s/    A. XXXXX XXXXX, JR
Name:		A. Xxxxx Xxxxx, Jr
Title:		Vice President
General Electric Capital Corporation
By:		/s/     XXXXXX X. XXXXXXX
Name:		Xxxxxx X. Xxxxxxx
Title:		Duly Authorized Signatory
UBS AG, Stamford Branch
By:		/s/    XXXXXXX X. SAINT
Name:		Xxxxxxx X. Saint
Title:		Director
		Banking Products Services, US
By:		/s/    SALTOZ XXXXX
Name:		Saltoz Xxxxx
Title:		Associate Director
		Banking Products Services, US

GMAC Commercial Finance, LLC
By:		/s/    XXXXXX X. XXXXXXXX
Name:		Xxxxxx X. XxXxxxxx
Title:		Director
KZH CRESCENT-2 LLC
By:		/s/    HI HUA
Name:		Hi Hua
Title:		Authorized Agent
KZH CRESCENT-3 LLC
By:		/s/    HI HUA
Name:		Hi Hua
Title:		Authorized Agent
Xxxxxxx Business Credit Corporation
By:		/s/    XXXXXXXXXXX XXXX
Name:		Xxxxxxxxxxx Xxxx
Title:		Vice President