Exhibit 4.25(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 LYONDELL
FUNDING II, LLC, a Delaware limited liability company (the “
Seller ”), LYONDELL CHEMICAL COMPANY, a Delaware
corporation (the “ Servicer ”), the PURCHASERS
from time to time party thereto and CITICORP USA, INC., as asset
agent and administrative agent for the Purchasers (the “
Agent ”).
The parties hereto agree as
follows:
S ECTION 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.
S ECTION 2.
Amended Definitions. (a) The following definition in Section
1.1 of the Receivables Agreement is amended to read in its entirety
as follows:
“ Lyondell Joint
Ventures ” means Equistar, LCR, Millenium and any Future
Joint Venture, and “ Lyondell Joint Venture ”
means any of them, as the context may require.
(b) The definition of “Change
of Control” in Section 1.1 of the Receivables Agreement is
hereby amended by deleting the second parenthetical phrase in
clause (a) of such definition and by inserting the parenthetical
phrase “(other than Occidental Chemical Corp. and/or its
Affiliates)” in place thereof.
(c) The definition of
“Eligible Receivable” is hereby amended by deleting the
parenthetical phrase “(but only if Millennium holds an Equity
Interest in Lyondell that is greater than or equal to 5% of the
aggregate outstanding Equity Interests in Lyondell)” found
therein.
(d) The definition of
“Subsidiary” in Section 1.1 of the Receivables
Agreement is hereby amended by inserting the phrase “or any
Subsidiary of a Lyondell Joint Venture” at the end
thereof.
S ECTION 3.
Representations of Seller and Servicer . Each of the Seller
a
