0001193125-06-054726 Sample Contracts

AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT
Undertaking Agreement • March 15th, 2006 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of October 27, 2004 to the Undertaking Agreement dated as of December 17, 2003 (as heretofore amended, the “Undertaking Agreement”) by LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among Lyondell Funding II, LLC, as Seller, Lyondell, as Servicer, the Purchasers from time to time party thereto and Citicorp USA, Inc., as asset agent and administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

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FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF LYONDELL-CITGO REFINING LP
Limited Partnership Agreement • March 15th, 2006 • Lyondell Chemical Co • Industrial organic chemicals • Delaware

This First Amendment to the Limited Partnership Agreement of LYONDELL-CITGO REFINING LP (this “Amendment”) is made as of January 24, 2006 by and between Lyondell Refining Company LP, a Delaware limited partnership formerly known as Lyondell Refining Company, a Delaware corporation (“Lyondell GP”), Lyondell Refining Partners LP, a Delaware limited partnership, CITGO Gulf Coast Refining, Inc., a Delaware corporation, and CITGO Refining Investment Company, an Oklahoma corporation.

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