1ST Amdmt To Occidental Asset Contribution Agreement

EXHIBIT 10.13 (a)


FIRST AMENDMENT TO OCCIDENTAL ASSET CONTRIBUTION AGREEMENT
----------------------------------------------------------


This First Amendment to Occidental Asset Contribution Agreement (this "First Amendment"), dated as of September 30, 2001, is entered into by and among Occidental Petrochem Partner 1, Inc., a Delaware corporation, Occidental Petrochem Partner 2, Inc., a Delaware corporation, PDG Chemical Inc., a Delaware corporation, Occidental Petrochem Partner GP, Inc., a Delaware corporation ("New GP"; collectively, with the other preceding entities the "Oxy Partners"), and Equistar Chemicals, LP, a Delaware limited partnership (the "Partnership").


RECITALS:
--------


A. Certain of the Oxy Partners and the Partnership were among the parties to that certain Agreement and Plan of Merger and Asset Contribution, dated as of May 15, 1998, (the "Asset Contribution Agreement"), together with Oxy Petrochemicals Inc., a Delaware corporation ("OPI"), also an affiliate of Occidental Petroleum Corporation ("Occidental"). Pursuant to the terms of the Asset Contribution Agreement, OPI merged into the Partnership on the Closing Date and ceased to exist thereafter.


B. Concurrently with the execution and delivery of the Asset Contribution Agreement, certain affiliates of Occidental, Lyondell Chemical Company ("Lyondell") and Millennium Petrochemicals Inc. ("Millennium") entered into that certain Amended and Restated Partnership Agreement of Equistar Chemicals, LP dated May 15, 1998 (the "Partnership Agreement"). Subsequently, the partners of the Partnership agreed to enter into that certain First Amendment to Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP, dated as of June 30, 1998 (the "Amendment"), to the Partnership Agreement. Pursuant to the Amendment, Occidental effected a reorganization of its interests in the Partnership, including, among other things, a transfer of the remaining GP interest of PDG to New GP, which is a successor to PDG and any interest of PDG in and to the Partnership.


C. Recently, the Oxy Partners and the Partnership (collectively, the "Parties" and each individually, a "Party") have agreed to certain amendments clarifying the treatment of, and procedures pertaining to the management of, certain claims that may arise under the Asset Contribution Agreement. Simultaneously, and as an integral part of the resolution of the matters referenced herein, (i) the Partnership and certain affiliates of Millennium have agreed to settle certain claims and make certain amendments pursuant to that certain Second Amendment to Millennium Asset Contribution Agreement dated as of September 30, 2001 (the "Millennium Second Amendment") and (ii) the Partnership and certain affiliates of Lyondell have agreed to settle certain claims and make certain amendments pursuant to that certain Second Amendment to Lyondell Asset Contribution Agreement dated as of September 30, 2001 (the "Lyondell Seco ...