AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 4.2(c)

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT dated as of December 06, 2006 to the Credit Agreement dated as of December 17, 2003 (as heretofore amended, the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent") and the other AGENTS party thereto.

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 Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

Section 2. Amendment to Credit Agreement. Section 6.03(d) of the Credit Agreement is hereby amended to read as follows:

(d) Enter into a Securitization Transaction other than the Securitization Facility; provided that Equistar and its Subsidiaries may sell to (i) a Subsidiary which is a special purpose entity formed solely to facilitate a sale to a third party or (ii) any other Person which is not Equistar or a Subsidiary of Equistar (any such permitted purchaser, a "Permitted Purchaser") accounts receivables which are elected to be excluded from the Securitization Facility as contemplated by the RSA Agreement, as amended, and subject to the limitations imposed thereby, whether or not such sales constitute a Securitization Transaction ("Excluded Obligor Sales"); provided further that each Excluded Obligor Sale shall be made without recourse except to the extent that Equistar or its Subsidiaries are liable for the representations, warranties and covenants made in connection with such Excluded Obligor Sale.

Section 3. Consent to Amendment of Security Agreement. The Lenders hereby consent to an amendment to the Security Agreement whereby:

1. The definition of "Transferred Receivables" in Section 1(c) of the Security Agreement is amended to read as follows:

"Transferred Receivables" means any Receivables that have been sold, contributed or otherwise transferred to (i) Equistar Receivables in connection with the Securitization Facility or (ii) a Permitted Purchaser in connection with an Excluded Obligor Sale.

2. Section 6(a) of the Security Agreement is amended by inserting the phrase "sold, contributed or otherwise transferred to Equistar Receivables" immediately following the words "Transferred Receivables."

Section 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date 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 Default will have occurred and be continuing on such date.

Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 7. Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") when the Administrative Agent shall have received counterparts hereof signed by Lenders comprising the Required Lenders and the Borrowers' Agent (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party).

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EQUISTAR CHEMICALS, LP
By:	/s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer

CITICORP USA, INC., as Administrative Agent
By:	/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director Vice President

Allied Irish Bank, p.l.c.
By:	/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Senior Vice President

Allied Irish Bank, p.l.c.
By:	/s/ Eanna Mulkere
Name: Eanna Mulkere
Title: Assistant Vice President

REGIONS BANK (AMSOUTH BANK IS NOW REGIONS BANK)
By:	/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Attorney in Fact

BANK OF AMERICA
By:	/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President

Calyon New York Branch
By:	/s/ Page Dillehunt
Name: Page Dillehunt
Title: Managing Director

By:	/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender
By:	/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President

By:	/s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Assistant Treasurer

WACHOVIA BANK
By:	/s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: Vice President

CREDIT SUISSE, Cayman Islands Branch
By:	/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President

By:	/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Associate

General Electric Capital Corporation
By:	/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxx
Title: Duly Authorized Signatory

GMAC COMMERCIAL FINANCE LLC
By:	/s/ Xxxxxx X. XxXxxxxx
Name: Xxxxxx X. XxXxxxxx
Title: Director

JPMORGAN CHASE BANK, N.A.
By:	/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President

LASALLE BUSINESS CREDIT, LLC
By:	/s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President

XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc.
By:	/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: VP

RZB Finance LLC
By:	/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President

By:	/s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Vice President

UBS LOAN FINANCE LLC
By:	/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Director

By:	/s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Associate Director

UPS CAPITAL CORPORATION
By:	/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Director of Portfolio Management

Xxxxx Fargo Foothill, LLC
By:	/s/ Xxxxxxx XxXxxxxxx
Name: Xxxxxxx XxXxxxxxx
Title: Vice President