Exhibit 4.25(b)
AMENDMENT NO. 2 TO RECEIVABLES
PURCHASE AGREEMENT
AMENDMENT dated as of August 20,
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:
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 August 20, 2004.
(b) 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 VII hereto” in
place thereof.
(c) The definition of “Total
Commitments” in Section 1.1 of the Receivables Agreement is
hereby amended by inserting the following sentence at the end
thereof:
“On and after the Amendment
No. 2 Effective Date, the Total Commitments aggregate
$150,000,000.”
SECTION 3. Amended Schedule .
Schedule VII to the Receivables Agreement is hereby amended by
being deleted in its entirety and replaced with Exhibit A
hereto.
SECTION 4. 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.
SE
