AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 4.7(b)

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

AMENDMENT dated as of November 2, 2005 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 "), 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 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 Definitions. (a) Section 1.1 of the Receivables Agreement is hereby amended by inserting the following definition therein in correct alphabetical order:

" Amendment No. 2 Effective Date " means November 2, 2005.

(b) The following definition in Section 1.1 of the Receivables Agreement is amended to read in its entirety as follows:

" Commitment Termination Date " means the fifth anniversary of the Amendment No. 2 Effective Date.

(c) The definition of "Co-Documentation Agents" in the introductory paragraph of the Receivables Agreement is hereby amended in its entirety to refer to CREDIT SUISSE FIRST BOSTON, JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents.

(d) The definition of "Commitment" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the phrase "under the name of such Initial Purchaser on the signature pages hereto" in such definition and by inserting the phrase "next to the name of such Initial Purchaser on Schedule X hereto" in place thereof.

(e) The definition of "Total Commitments" in Section 1.1 of the Receivables Agreement is hereby amended to by inserting the following sentence at the end thereof:

"On and after the Amendment No. 2 Effective Date, the Total Commitments aggregate $600,000,000."

(f) The definition of "Applicable Margin" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:

(g) The definition of "Applicable Unused Commitment Fee Rate" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:

(h) The definition of "Initial Purchasers" in the first paragraph of the Receivables Agreement is hereby amended by deleting the phrase "on the signature pages hereof" and inserting in place thereof the phrase "on Schedule X hereto".

Section 3. Change in Commitments. With effect from and including the Amendment Effective Date (as defined below), (i) each Person listed on the signature pages hereof that is not a party to the Receivables Agreement (a " New Purchaser ") shall become a Purchaser party to the Receivables Agreement, (ii) the Commitment of each Purchaser shall be the amount set forth opposite the name of such Purchaser on the commitment schedule attached hereto as Exhibit A (the " New Commitment Schedule "), (iii) Schedule X to the Receivables Agreement shall be deleted in its entirety and replaced with the New Commitment Schedule, (iv) any Purchaser under the Receivables Agreement not listed on the New Commitment Schedule (a " Departing Purchaser ") shall cease to be a Purchaser party to the Receivables Agreement; provided , that the provisions of Sections 2.12(a), 2.14 and 11.5 of the Receivables Agreement shall continue to inure to the benefit of each Departing Purchaser, and (v) all accrued Yield, fees and other amounts payable under the Receivables Agreement for the account of each Departing Purchaser shall be due and payable on such date and shall be paid in accordance with the ordinary settlement procedures set forth in Section 2.6 of the Receivables Agreement.

Upon the Amendment Effective Date, (i) each New Purchaser shall pay to the Agent an amount equal to its pro rata share of the aggregate outstanding Capital Investments and (ii) any Purchaser (an " Increasing Purchaser ") whose Commitment has been increased hereby shall pay to the Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Capital Investments, in each case such payments shall be for the account of each Departing Purchaser and any Purchaser (a " Reducing Purchaser ") w